Mapro Industries Ltd Directors Report.

To,

The Members of Mapro Industries Limited

Your Directors have pleasure in presenting before you the 48th Annual Report together with Audited Accounts and Auditors Report of the Company for the financial year ended 31st March, 2020.

1. FINANCIAL HIGHLIGHTS

During the year under review, performance of your company as under:

PARTICULARS Year Ended 31st March, 2020 Year Ended 31st March, 2019
Revenue from Operations & Other Income 8,644,163 7,235,107
Profit/(Loss) before Taxation (646,616) (5,646,694)
Less: Tax Expense (168,120) NIL
Profit/(Loss) after Tax (814,736) (5,646,694)

2. REVIEW OF OPERATIONS:

During the year under review, total revenue from operations & other income of your company was Rs. 8,644,163/-. Your Directors report that the working of the Company for the year under review has resulted in a loss of Rs. 814,736/- (after tax).

3. STATE OF THE AFFAIRS OF THE COMPANY AND CHANGE IN NATURE OF BUSINESS:

The company is engaged in the business of execution of civil construction contracts through sub-contracting. During the period under review, there is no change in nature of the business of the Company.

4. DIVIDEND & TRANSFER TO RESERVES:

Your directors do not propose any dividend for the Financial Year ended March 31, 2020. During the financial year under review, no amount was transferred to general reserve.

5. SHARE CAPITAL:

The Authorized Equity Share Capital of the Company is Rs.90,000,000/- (Nine Crores Only) for the financial year ended 31st March, 2020, divided into 87,50,000 (Eighty Seven Lacs Fifty Thousand Only) equity shares of Rs.10/- each and 25,000 (Twenty Five Thousand Only) Preference Shares of Rs.100/- each.

The paid up Equity Share Capital as at March 31,2020 stood at Rs. 83,889,250 (Rupees Eight crores thirty eight lacs eighty nine thousand two hundred and fifty only). During the year under review, there is no change in the Share Capital of the company during the financial year.

6. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as "Annexure - A" and forms an integral part of this Report.

7. SUBSIDIARIES COMPANIES. JOINT VENTURES OR ASSOCIATES COMPANIES:

As on March 31, 2020, the Company has no Subsidiary or Associates Company or joint ventures Company. Also, during the financial year, no company became or ceased to be the Subsidiary, Joint Venture or Associate Company and hence provision of section 129(3) of the Companies Act relating consolidation of financial statements and providing the information in the prescribed format AOC-1 are not applicable to the Company.

8. CONSOLIDATED FINANCIAL STATEMENT:

The Company is not required to consolidate its financial statements in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-under during the financial year.

9. CORPORATE GOVERNANCE:

As per Regulations 17-27, clauses (b) to (i) of Regulation 46 (2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) for the period April 01, 2019 to March 31, 2020, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Secretarial Auditor confirming compliance forms an integral part of this Report as "Annexure - B".

10. DETAILS OF AUDITORS:

• Statutory Auditor:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made there under, Mr. Pradeep Gupta, Chartered Accountants, (Membership No: 048979), the Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made there under. Statutory Auditors of the Company are required to be appointed at the Annual General Meeting till the conclusion of the ensuing Annual General Meeting.

The Auditors Report for the financial year ended March 31, 2020 does not contain any qualification, reservation or adverse remark. The notes given in the Auditors Report are self-explanatory and need no further clarification.

• Internal Auditor:

Pursuant to section 138 of the Companies Act, 2013 the company had appointed M/s. KB & Associates as the Internal Auditor of the company to carry out the internal auditor of the functions and activities of the company.

• Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 of the Company has appointed Ms. Richa Agarwal (C.P No. 12189), Practicing Company Secretary to conduct the secretarial audit of the company for the financial year 2019-2020. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Secretarial Audit Report is included as "Annexure - C" and forms an integral part of this Report.

There are no qualifications in the Secretarial Audit Report.

• Cost Auditors:

Provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the company during the year.

11. NUMBER OF MEETING OF BOARD OF DIRECTORS:

During the year, Eight Board Meetings and Five Audit Committee Meetings were held and convened. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBIs (Listing Obligations & Disclosure Requirement) Regulation, 2015.

12. AUDIT COMMITTEE;

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

13. REMUNERATION AND NOMINATION COMMITTEE:

The composition and terms of reference of the Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

14. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition and terms of reference of the Share Transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

15. RELATED PARTY TRANSACTIONS AND POLICY:

The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-d-vis the Company.

The details of transactions entered into with the related parties are given here-in-below in form AOC-2 in terms of the provision of section 188(1) including certain arms length transactions:

A. Details of contract or arrangement or transactions not at arms length basis: Nil

a. Name(s) of the related party and nature of relationship NA
b. Nature of contract /arrangements/transaction NA
c. Duration of contract /arrangements/transaction NA
d. Salient terms of contract /arrangements/transaction including the value, if any, NA
e. Justification for entering into such contract/ arrangements/transaction NA
f. Date(s) of approval by the Board NA
g- Amount paid as advances, if any, NA
h. Date on which special resolution was passed in general meeting as required under first proviso to section 188 NA

B. Details of contract or arrangement or transactions at arms length basis :

a. Name(s) of the related party and nature of relationship NA
b. Nature of contract/arrangements/transaction NA
c. Duration of contract/arrangements/transaction NA
d. Salient terms of contract/arrangements/transaction including the value, if any. NA
e. Date(s) of approval by the Board NA
f. Amount paid as advances, if any, NA

16. VIGIL MECHANISM POLICY:

In pursuant to the provision of section 177(9) & (10) of the companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the company.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

18. LOANS. GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

19. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not required to be furnished considering the nature of activities undertaken by the Company during the year under review.

There were no transactions involving foreign exchange earnings and outgo during the year under review.

20. DETAILS OF DIRECTORS:

Mr. Umesh Kumar Kanodia (DIN-00577231), Director of the Company, retires by rotation in terms of provision of section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting, and being eligible offer themselves for reappointment.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY. OCCURRING AFTER BALANCE SHEET DATE:

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements related and on the date of this report.

22. FORMAL ANNUAL EVALUATION:

One of the vital function of the Board is monitoring and reviewing the Board evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the directors, In accordance with the provisions of the Acts and the Corporate Governance as stipulated under Regulations 17-27, clauses (b) to (i) of Regulation 46 (2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations).

A separate exercise was carried out to evaluate the performance of individuals Directors including the chairman of the Board on parameters such as level of engagement and contribution, Independence of judgment, safeguarding the interest of the company and its minority shareholders etc. The performance of the evaluation of the Non Independence Directors and Boards as a whole also carried out by the Independent Directors.

The review concluded that the performance of the Directors, Committees & the Board as a whole, to be adequate and satisfactory.

23. PUBLIC DEPOSIT:

During the year under review, the Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

24. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended as "Annexure - D".

25. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement under Section 134 (5) referred to in clause (c) of sub-section (3) shall state that:-

• Accounting Standard: In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

• Accounting Policies: The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March 2020 and of the profit and loss of the company for that period.

• Proper Efficient and Care: The directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March, 2020 in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

• Going Concern Basis: The directors had prepared the annual accounts on a going concern basis.

• Compliance with all laws & Regulations: The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

• Internal Financial Controls: The directors had laid down internal financial control to be followed by the company and that such internal financial controls are adequate and operating effectively.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A separate report on Management Discussion and Analysis as per Regulations 17-27, clauses (b) to (i) of Regulation 46(2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is forming part of this Report.

27. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Company is not having any penalties and punishment neither on itself and nor on its directors.

28. RISK MANAGEMENT POLICY:

The Board of Directors of the company has formulated a Risk Management policy which aims at enhancing shareholders value and providing an optimum risk reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. This policy is also available on the Companys website www.maproindustries.com.

29. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the Opinion of the Board the existing internal control framework is adequate and commensurate to the size and nature of the business of the company, during the year such controls were tested and no reportable material weaknesses in the design or operation were observed.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed for a period of Seven Years. Therefore there were no funds which were required to be transferred to Investor Education And Provident fund (IEPF).

31. CORPORATE SOCIAL RESPONSIBILITY:

In pursuance of the provisions of Section 135 of the Companies Act 2013, the CSR provisions were not applicable to the company.

32. ENVIRONMENT:

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:

The Company has formulated a policy for the prevention of sexual harassment within the company. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Internal Complaint Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2018-2019. A copy of the Policy against sexual harassment is posted on the Companys Website.

34. NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

The Board, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, senior Management and their remuneration. The remuneration policy has been posted on the website of the company.

35. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARDS AND GENERAL MEETING:

During the Financial Year, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

36. ACKNOWLEDGEMENT:

Lastly your Directors acknowledge the management team and executive staff who are instrumental to the growth of the Company. They also express their deep admiration and gratitude for the support and co-operation extended by the clients, bankers, investors, shareholders, and the media for their unwavering support through the years. Your Directors also wish to thank the employees at all levels, who through their sheer commitment, sense of involvement, utmost dedication and continued perseverance enabled the Company to achieve the overall development, growth and prosperity.

By order of the Board of Directors
Sd/- Sd/-
Place: Mumbai Umesh Kumar Kanodia Atul Kumar Sultania
Date: Decemeber 7, 2020 Managing Director Director
(DIN: 00577231) (DIN: 00632710)