AI assistant
Mapro Industries Ltd — Annual Report 2021
Sep 9, 2021
64050_rns_2021-09-09_9261ba44-74cc-4df8-88b4-987c6436fe38.pdf
Annual Report
Open in viewerOpens in your device viewer
==> picture [70 x 28] intentionally omitted <==
MAPRO INDUSTRIES LIMITED
|CIN:L70101MH1973PLC020670|
Regd. Office: 505, Corporate Corner, 5[th] Floor, Sunder Nagar, Malad (W), Mumbai – 400 064 Tel No: +91-28-28725764; Email Id:[email protected] ; website: maproindustries.com
Date: September 9, 2021
To,
BSE Limited, Dalal Street, Mumbai - 400 001
Sub: Annual Report pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
Ref: Scrip Code 509762
Dear Sir,
We wish to inform you that 49th Annual General Meeting of the Company is scheduled to be held on Thursday, 30th September, 2021, at 11:30 A.M. at the Registered Office of the Company situated at 505, Corporate Corner, Sunder Nagar, Malad (w), Mumbai - 400064.
In this regard, Pursuant to the Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, please find enclosed herewith the copy of the 49th Annual Report along with the Notice of 49th Annual General Meeting of the Company "Mapro Industries Limited" .
The same is being dispatch to the shareholders via permitted mode as per the Companies Act, 2013 and shall also be accessed on the website of the Company i.e, www.maproindustries.com
Kindly take the above in your records and acknowledge the same.
Thanking You,
For Mapro Industries Limited
Digitally signed by UMESH KUMAR KANODIA DN: c=IN, o=Personal, cn=UMESH KUMAR KANODIA, UMESH KUMAR serialNumber=35f7e96e6065bf78f431ad4aa8ca89bb62f172e73e099c2f9ba6373ab17052e7, postalCode=711106, KANODIA 2.5.4.20=ba7b4caa9d43795774b6849d7bd5d03cbc31e7360a296a15913a7531024abc41, st=West Bengal Date: 2021.09.09 22:48:40 +05'30'
Umesh Kumar Kanodia
Managing Director 00577231
Encl: a/a
==> picture [94 x 25] intentionally omitted <==
==> picture [94 x 27] intentionally omitted <==
MAPRO INDUSTRIES LIMITED
49[th] ANNUAL REPORT 2020 - 2021
MAPRO INDUSTRIES LIMITED
49[th] ANNUAL REPORT
FINANCIAL YEAR-2020 -2021
INSIDE THIS REPORT :
I N D E X
CORPORATE OVERVIEW: Corporate Information NOTICE OF AGM: MANAGEMENT REVIEW & GOVERNANCE:
Directors Report Annexures to Directors Report Management Discussion and Analysis FINANCIAL STATEMENTS:
Standalone:
Independent Auditors Report on Financial Statement Balance Sheet Profit & Loss Statement Notes on Financial Statement Cash Flow Statement
MAPRO INDUSTRIES LIMITED
CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. Umesh Kumar Kanodia
Mr. Atul Kumar Sultania
Mr. Santosh Lama
Mr. Shambhu Kumar Agarwal Mrs. Sarita Kumari Gupta
-
Managing Director
-
Executive Director
-
Non-Executive Independent Director
-
Non-Executive Independent Director
-
Non-Executive Independent Director
BOARD COMMITTEES
Mr. Santosh Lama – Chairman
Mr. Shambhu Kumar Agarwal – Member Mr. Umesh Kumar Kanodia – Member
Mr. Santosh Lama – Chairman
Mr. Shambhu Kumar Agarwal – Member Mrs. Sarita Kumari Gupta – Member
Mr. Shambhu Kumar Agarwal – Chairman Mr. Santosh Lama – Member
Mr. Umesh Kumar Kanodia – Member
-
Audit Committee
-
Audit Committee
-
Audit Committee
-
Nomination & Remuneration Committee
-
Nomination & Remuneration Committee
-
Nomination & Remuneration Committee
-
Stakeholders Relationship Committee
-
Stakeholders Relationship Committee
-
Stakeholders Relationship Committee
AUDITORS
PRADEEP GUPTA B-54, Station Plaza, Station Road Bhandup (West), Mumbai-400 079
INTERNAL AUDITORS
M/s. KB & Associates 18, Adi Banstolla Gulli 1st Floor, Kolkata- 700 007
SECRETARIAL AUDITORS:
Nisha Munka
23,Gangadhar Babu Lane Imax Lohia Square, Kolkata-700012
COMPLIANCE OFFICER
Mr. Umesh Kumar Kanodia
CHIEF FINANCIAL OFFICER
Mr. Amol Burte
BANKERS:
HDFC BANK LIMITED
REGISTRAR AND SHARE TRANSFER AGENT
Purva Sharegistry (India) Private Limited 9 Shiv Shakti Industrial Estate, 9 J R Boricha Marg, Lower Parle (East), Mumbai- 400 011 Contact No. : (022) 2301-0771 / 2301-8261 E mail ID: [email protected] Website: www.purvashare.com
==> picture [70 x 28] intentionally omitted <==
MAPRO INDUSTRIES LIMITED
|CIN: L70101MH1973PLC020670|
Regd. Office: 505, Corporate Corner, 5[th] Floor, Sunder Nagar, Malad (W), Mumbai – 400 064 Tel No: 91-22-28725764; Email Id: [email protected] ; website: www.maproindustries.com
NOTICE OF ANNUAL GENERAL MEETING
NOTICE is hereby given that the 49[th] Annual General Meeting of the Members of the Company will be held at the Registered Office of the Company at 505, Corporate Corner, Sunder Nagar, Malad (w), Mumbai - 400064 on Thursday, the 30[th] September, 2021 at 11:30 a.m. to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2021, the reports of the Board of Directors and Auditors thereon.
2. To appoint a Director in place of Mr. Atul Kumar Sultania (DIN: 00632710), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment.
3. To appoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, (“the Act”) read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof), Mr. Pradeep Gupta, Chartered Accountants (Membership No. 048979), be and are hereby reappointed as Statutory Auditors of the Company to hold office for a term of 5 (Five) years from the conclusion of this Annual General Meeting till the conclusion of the 52[nd] Annual General Meeting (subject to ratification by members at every subsequent Annual General Meeting), at such remuneration as may be decided by the Board of Directors of the Company from time to time."
By order of the Board of Directors Of Mapro Industries Limited Sd/Umesh Kumar Kanodia (Managing Director) DIN NO-00577231
Place: Mumbai Date: 7[th] September, 2021 Registered Office: 505, Corporate Corner, Sunder Nagar, Malad, Mumbai - 400064
NOTES:
1. The Register of Members and the Share Transfer books of the Company will remain closed from Friday, 24[th] September, 2021 to Thursday, 30[th] September, 2021 (both days inclusive) for the purpose of Annual General Meeting.
2. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, which sets out details relating to Special Business at the meeting, is annexed hereto.
3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY.
4. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. The instrument of Proxy in order to be effective, shall be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable. A proxy does not have the right to speak at the meeting and can vote only on a poll.
5. The instrument appointing the Proxy, duty completed and signed, must be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. A Proxy does not have the right to speak at the meeting and can vote only on a poll.
6. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal business hours (9.00 am to 11.00 am) on all working days except Saturdays, up to and including the date of the Annual General Meeting of the Company.
7. Details of Directors including those proposed to be appointed / re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold Directorships and memberships/chairmanships of Board Committees, shareholding and relationships between Directors inter-se as stipulated under Listing Agreements with the Stock Exchanges, are given in the Annexure to the Notice.
8. The Notice of the Annual General Meeting is sent to all the shareholders by courier, whose names appear in the Register of Members as on Friday, September 3, 2021.
9. Members may also note that the Notice of the 49th Annual General Meeting and the Annual Report for 2020-21 will also be available on the Company’s website www.maproindustries.com for their download.
10. The Equity shares of the Company are mandated for trading in the compulsory demat mode. The ISIN No. allotted for the Company’s shares is INE848M01019.
11. Members / Proxies are requested to bring attendance-Slip along with their copy of Annual Report to the Meeting.
12. Any member desirous of getting any information on the accounts of the company is required to forward his/her queries at least 7 days prior to the meeting so that the required information can be made available at the meeting.
13. Members holding shares in physical form are also requested to notify change in address, if any, immediately to the Company’s Registrar & Share Transfer Agent M/s. Purva Sharegistry (India) Private Limited, Unit No-9, Shiv Shakti Ind. Estt., J.R. Boricha Marg, Lower Parle (E), Mumbai, Maharashtra by quoting their Folio Number(s).
- In case shares are held in electronic form, these information should be passed on directly to their respective Depository Participant (DP).
14. The shares of the Company are under compulsory demat list of SEBI w.e.f October 01, 2000. The trading in equity shares can be only in demat form. In case you do not hold shares in demat form, you may do so by opening account with a depository participant and complete dematerialization formalities.
15. In view of the amendment made to Section 139 of the Companies Act, 2013 vide the Companies (Amendment) Act, 2017 effective May 07, 2019, annual ratification of appointment of statutory Auditor have been done away with. Hence, no resolution has been proposed for the same.
MEMBERS HOLDING SHARES IN PHYSICAL FORM ARE REQUESTED TO CONVERT THEIR HOLDING TO DEMATERIALISED FORM THROUGH DEPOSITORY PARTICIPANT.
16. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 will be available for inspection at the AGM.
- `
17. Voting through electronic means:
-
(a) In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and in accordance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is pleased to provide members facility to exercise their right to vote at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL).
-
(b) The remote e-voting period commences at 9.00 a.m on Monday, 27[th] September, 2021 and ends at 5.00 p.m on wednesday, 29[th] September, 2021. The remote e-voting module shall be disabled by CDSL for voting thereafter.
-
(c) During the remote e-voting period, members of the company, holding shares either in physical form or dematerialized form, as on the cut off i.e Thursday, September 23, 2021, may cast their vote electronically.
-
(d) Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.
-
(e) Voting rights of the members shall be in proportion to their respective shareholding as on the cut-off date i.e Thursday, September 23, 2021.
-
(f) The facility for voting through polling paper shall be made available at the AGM and members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right to vote at the meeting through polling paper.
-
(g) The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
-
(h) Any person who acquires shares of the company and becomes a member of the company after the dispatch of this Notice and holds shares as on the cut-off date i.e Thursday, September 23, 2021 should follow the instructions of E-voting as mentioned below for FIRST TIME USER. In case of any queries, the shareholder may also contact the Registrar and Transfer Agent viz. M/s. Purva Sharegistry (India) Private Limited.
-
(i) The person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.
-
(j) The procedure and instructions for the voting through electronic means is as follows:
-
(i) The shareholders should Log on to the e-voting website www.evotingindia.com
-
(ii) Click on “Shareholders” tab.
-
(iii) Now Enter your User ID
-
a. For CDSL: 16 digits beneficiary ID,
-
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
-
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
-
(iv) Next enter the Image Verification as displayed and Click on Login.
-
(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
(vi) IF YOU ARE A FIRST TIME USER FOLLOW THE STEPS GIVEN BELOW :
| For Members holding shares in Demat Form For Members holding shares in Physical Form |
|
|---|---|
| User ID | For NSDL: 8 Character DP ID followed by 8 Digits Client ID For CDSL: 16 digits beneficiaryID Folio Number registered with the Company |
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN Field. In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field. |
| DOB | Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyyformat. |
| Bank Details |
Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. Please enter the DOB or Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction |
(vii) After entering these details appropriately, click on “SUBMIT” tab.
-
(viii) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e- voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
-
(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
-
(x) Click on the EVSN for Mapro Industries Limited.
-
(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
-
(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
-
(xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
-
(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
-
(xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.
-
(xvi) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
-
(xvii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. IPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively on or after 30th June 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.
(k) Note for Non-Individual Shareholders & Custodians:
-
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves as Corporates and Custodians respectively.
-
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
-
After receiving the login details they should create compliance user using the admin login and password. The Compliance user would be able to link the depository account(s) / folio numbers on which they wish to vote.
-
The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
-
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
-
In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at ww w .evotingindia.co.in under help section or write an email to [email protected].
18. The Board of Directors has appointed Ms. Nikita Rateria, Practising Company Secretary, (Membership No. ACS. 36115) to act as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
19. The Scrutinizer shall, within two (2) working days from the conclusion of AGM, prepare a consolidated scrutinizer’s report for votes cast at the meeting and through remote e-voting and submit it to the chairman or any other person authorized by him.
20. The results so declared, along with the Scrutinizer’s Report, shall be placed on the Company’s website viz www.maproindustries.com and on the website of CDSL. The results shall also be forwarded to Exchange where the shares of the company are listed.
By order of the Board of Directors of, Mapro Industries Limited Sd/Umesh Kumar Kanodia (Managing Director) DIN NO-00577231
Place: Mumbai Date: September 7, 2021 Registered Office:
505, Corporate Corner, Sunder Nagar, Malad, Mumbai – 400064
LISTING REQUIREMENTS
Details of the Directors Seeking Appointment / Re-Appointment in Forthcoming Annual General Meeting (In pursuance of Regulation 36 (3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
==> picture [455 x 322] intentionally omitted <==
----- Start of picture text -----
Name of the Director Mr. Atul Kumar Sultania
DIN No 00632710
Date of Birth January 26, 1974
Date of Appointment 28/02/2013
Qualifications SSE
Experience and expertise in specific functional
10 years of experience in Construction & Real Estate
area
Relationship with other Directors Not related to any Director
Number of Equity Shares in the Company 1,90,000 shares
Directorships held in other public limited
Nil
companies in India
Membership/ Chairmanship of committees in
Nil
public limited companies in India
----- End of picture text -----
By order of the Board of Directors of, Mapro Industries Limited
Sd/Umesh Kumar kanodia (Managing Director) DIN NO-00577231
Place : Mumbai Date : September 7, 2021 Registered Office: 505, Corporate Corner, Sunder Nagar, Malad, Mumbai – 400064
ROAD MAP TO THE AGM VENUE
Venue: 505, Corporate Corner, Sunder Nagar, Malad (w), Mumbai – 400064
==> picture [455 x 142] intentionally omitted <==
Landmark: Distance from Malad Railway Station: upto 2 km
MAPRO INDUSTRIES LIMITED
DIRECTORS’ REPORT
To,
The Members of Mapro Industries Limited
Your Directors have pleasure in presenting before you the 49[th] Annual Report together with Audited Accounts and Auditor’s Report of the Company for the financial year ended 31st March, 2021.
1. FINANCIAL HIGHLIGHTS
During the year under review, performance of your company as under:
==> picture [478 x 104] intentionally omitted <==
----- Start of picture text -----
PARTICULARS Year Ended Year Ended
31st March, 2021 31st March, 2020
Revenue from Operations & Other Income 6,627,109 8,644,163
Profit/(Loss) before Taxation (2,892,084.62) (646,616)
Less: Tax Expense 751,940 168,120
Profit/(Loss) after Tax (2,140,145) (478,496)
----- End of picture text -----
2. REVIEW OF OPERATIONS:
During the year under review, total revenue from operations & other income of your company was Rs. 6,627,109/-. Your Directors report that the working of the Company for the year under review has resulted in a loss of Rs. (2,140,145)/(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, 2021. 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, 2021, 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 31,2021 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, 2021, 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.
MAPRO INDUSTRIES LIMITED
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, 2020 to March 31, 2021, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s 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, 2021 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. Nisha Munka (C.P No. 18201), Practicing Company Secretary to conduct the secretarial audit of the company for the financial year 2020-2021. 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, Five 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 SEBI’s (Listing Obligations & Disclosure Requirement) Regulation, 2015.
12. AUDIT COMMITEE:
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.
MAPRO INDUSTRIES LIMITED
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 arm’s length transactions:
- A. Details of contract or arrangement or transactions not at arms’ length basis: Nil
==> picture [477 x 223] intentionally omitted <==
----- Start of picture text -----
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
----- End of picture text -----
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. Atul Kumar Sultania (DIN-00632710), 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.
MAPRO INDUSTRIES LIMITED
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 2021 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, 2021 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 Company’s website www.maproindustries.com.
MAPRO INDUSTRIES LIMITED
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 Company's 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 2020-2021. A copy of the Policy against sexual harassment is posted on the Company’s 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: September | 7, | 2021 | Managing Director | Director |
| (DIN: 00577231) | (DIN: 00632710) |
MAPRO INDUSTRIES LIMITED
Annexure A to the Directors’ Report
EXTRACT OFANNUAL RETURN AS ON THE FINANCIALYEAR ENDED ON 31[st] MARCH, 2021 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
(I). REGISTRATION & OTHER DETAILS:
==> picture [445 x 156] intentionally omitted <==
----- Start of picture text -----
i. CIN L70101MH1973PLC020670
ii. Registration Date 08.02.1973
iii. Name of the Company MAPRO INDUSTRIES LIMITED
iv. Category/Sub-Category of the Company Company Limited by Shares/Non Government Company
v. Address of the Registered office and 505, Corporate Corner, Sunder Nagar, Malad (W),
contact details Mumbai - 400 064
Email id: [email protected]
vi. Whether listed company Yes
vii. Name, Address and Contact details of Purva Sharegistry (India) Private Limited
Registrar and Transfer Agent, if any 9 Shiv Shakti Industrial Estate, J R Boricha Marg,
Lower Parel (East), Mumbai- 400011
Contact No. :(022) 2301-0771 / 2301-8261
E mail ID: [email protected]
----- End of picture text -----
(II). PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated
==> picture [445 x 118] intentionally omitted <==
----- Start of picture text -----
SL Name & Description of main NIC Code of the % to total turnover
No products/services Product /service of the company
1
Nil NA NA
(III). PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES
SL Name & Address of the Company CIN/GLN HOLDING % OF APPLICABLE
No SUBSIDIARY/ SHARES SECTION
/ ASSOCIATE HELD
Nil
----- End of picture text -----
(IV). SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i). Category-wise Share Holding
==> picture [443 x 253] intentionally omitted <==
----- Start of picture text -----
Category of No. of Shares held at the beginning No. of Shares held at the end of % Change during
Shareholder of the year the year during the year
Demat Physical Total % of Demat Physical Total % of
Total Total
Shares Shares
A. Promoter
1) Indian
a) Individual/ HUF 2565430 NIL 2565430 30.58 2565430 NIL 2565430 30.58 NIL
b) Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NIL
c) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL
d) Bodies Corp NIL NIL NIL NIL NIL NIL NIL NIL NIL
e) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL
f) Any Other NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub-total(A)(1):- 2565430 NIL 2565430 30.58 2565430 NIL 2565430 30.58 NIL
2) Foreign
g) NRIs-Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL
h) Other-Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL
i) Bodies Corp. NIL NIL NIL NIL NIL NIL NIL NIL NIL
j) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL
k) Any Other…. NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub-total(A)(2):- NIL NIL NIL NIL NIL NIL NIL NIL NIL
Total Shareholding of 2565430 NIL 2565430 30.58 2565430 NIL 2565430 30.58 NIL
Promoter (A)
----- End of picture text -----
MAPRO INDUSTRIES LIMITED
==> picture [475 x 58] intentionally omitted <==
----- Start of picture text -----
Category of No. of Shares held at the beginning No. of Shares held at the end of % Change during
Shareholder of the year the year during the year
Demat Physical Total % of Demat Physical Total % of
Total Total
Shares Shares
----- End of picture text -----
| Category of No. of Shares held at the beginning No. of Shares held at the end of % Change during Shareholder of theyear theyear duringtheyear |
Category of No. of Shares held at the beginning No. of Shares held at the end of % Change during Shareholder of theyear theyear duringtheyear |
|
|---|---|---|
| Demat Physical Total % of Demat Physical Total % of Total Total Shares Shares |
||
| B. Public Shareholding |
||
| 1. Institutions | ||
| a) Mutual Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL |
||
| b) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL |
||
| c) Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NIL |
||
| d) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL |
||
| e) Venture Capital Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL |
||
| f) Insurance Companies NIL NIL NIL NIL NIL NIL NIL NIL NIL |
||
| g) FIIs NIL NIL NIL NIL NIL NIL NIL NIL NIL |
||
| h) Foreign Venture Capital NIL NIL NIL NIL NIL NIL NIL NIL NIL Funds |
||
| i) Others (specify) NIL NIL NIL NIL NIL NIL NIL NIL NIL |
||
| NIL NIL NIL NIL NIL NIL NIL NIL NIL |
||
| Sub-total(B)(1) NIL NIL NIL NIL NIL NIL NIL NIL NIL 2. Non Institutions a) Bodies Corp. (i) Indian 2344540 NIL 2344540 27.95 2419419 NIL 2419419 28.84 0.89 (ii) Overseas NIL NIL NIL NIL NIL NIL NIL NIL NIL b) Individuals (i) Individual shareholders593027 250 593277 7.07 593149 250 593399 7.07 0.00 holding nominal share capital upto Rs. 1 lakh (ii) Individual shareholders2115797 NIL 2115797 25.22 2115797 NIL 2115797 25.22 0.00 holding nominal share capital in excess of Rs 1 lakh c) Others(Specify) Hindu Undivided Family 638930 NIL 638930 7.62 563929 NIL 563929 6.72 -0.89 LLP &Clearing Member 130951 NIL 130951 1.56 130951 Nil 130951 1.56 0.00 Sub-total(B)(2) 5823245 250 5823495 69.42 5823245 250 5823495 69.42 NIL |
||
| Total Public 5823245 250 5823495 69.42 5823245 250 5823495 69.42 NIL Shareholding (B)=(B)(1)+ (B)(2) C. Shares held by NIL NIL NIL NIL NIL NIL NIL NIL NIL Custodian for GDRs & ADRs Grand Total (A+B+C) 8388675 250 8388925 100.00 8388675 250 8388925 100 NIL |
(IV). Shareholding of Promoters
| Sr. | Shareholder’s | Shareholding at the beginning of | Shareholding at the beginning of | Shareholding at the beginning of | Shareholding at the end of the | Shareholding at the end of the | Shareholding at the end of the | |
|---|---|---|---|---|---|---|---|---|
| No. | Name | theyear |
theyear |
|||||
| No. of | % of total | %of Shares | No. of | % of total | %of Shares | change in | ||
| Shares | Shares of | Pledged/ | Shares | Shares of | Pledged/ | Share |
||
| the | encumbe | the | encumbe | Holding | ||||
| Company | red to | Company | red to | During | ||||
| total shares | total shares | theyear | ||||||
| 1. | SANDEEP GUPTA | 2185430 | 26.05 | NIL | 2185430 | 26.05 | NIL | NIL |
| 2. | ATUL KUMAR SULTANIA | 190000 | 2.26 | NIL | 190000 | 2.26 | NIL | NIL |
| 3. | UMESH KUMAR KANODIA | 190000 | 2.26 | NIL | 190000 | 2.26 | NIL | NIL |
| Total | 2565430 | 30.58 | NIL | 2565430 | 30.58 | NIL | NIL |
MAPRO INDUSTRIES LIMITED
(iii). Change in Promoters’ Shareholding (please specify ,if there is no change
==> picture [443 x 118] intentionally omitted <==
----- Start of picture text -----
Sr. Shareholding at the beginning of Cumulative Shareholding
No. the Year during the year
No. of % of total No. of % of total
Shares Shares of Shares Shares of
the Company the Company
At the beginning of the year
Date wise Increase /
Decrease in Promoters
Share holding during the There is no change in the promoter’s shareholding
year specifying the reasons
for increase / decrease between 01.04.2020 to 31.03.2021
(e.g. allotment / transfer /
bonus/ sweat equity etc):
At the End of the year
----- End of picture text -----
(iv). Share holding pattern of Top Ten Shareholders (Other than Directors, Promoters and holders of GDRs and ADRs)
==> picture [444 x 395] intentionally omitted <==
----- Start of picture text -----
Sr. Shareholder’s Name Shareholding at the beginning of Cumulative Shareholding during the year
o. the Year
No. of Shares % of total No. of % of total
Shares of Shares the Company
the Company
1 Nitin Kumar Didwania
At the beginning of the year 579000 6.90 579000 6.90
At the end of the year 579000 6.90 579000 6.90
2 Whitefeathers Realty Private
Limited
At the beginning of the year 433050 5.16 433050 5.16
At the end of the year 433050 5.16 433050 5.16
3 Admit Vintrade Private
Limited
At the beginning of the year 337800 4.03 337800 4.03
At the end of the year 337800 4.03 337800 4.03
4 Amritlal Singhi
At the beginning of the year 285000 3.40 285000 3.40
At the end of the year 285000 3.40 285000 3.40
5 Ritudhan Marketing
Pvt. Ltd.
At the beginning of the year 140715 1.68 140715 1.68
At the end of the year 140715 1.68 140715 1.68
6 Pee Dee Financial Services
Ltd.
At the beginning of the year 135467 1.61 135467 1.61
At the end of the year 135467 1.61 135467 1.61
7 Gaurinath Consultants LLP
At the beginning of the year 130900 1.38 130900 1.38
At the end of the year 130900 1.38 130900 1.38
8 Hazel Mercantile Limited
At the beginning of the year 125000 1.49 125000 1.49
At the end of the year 125000 1.49 125000 1.49
9 CIL Financial Services
Limited
At the beginning of the year 116000 1.38 116000 1.38
At the end of the year 116000 1.38 116000 1.38
10 Cosmos Distributors Private
Limited
At the beginning of the year 101864 1.21 101864 1.21
At the end of the year 101864 1.21 101864 1.21
----- End of picture text -----
MAPRO INDUSTRIES LIMITED
(v). Share holding Directors and Key Managerial Personnel
==> picture [444 x 63] intentionally omitted <==
----- Start of picture text -----
Sr. Name of the Director Shareholding at the beginning of Cumulative at the end of the year
No. the Year
No. of Shares % of total No. of % of total Shares
Shares Shares of Shares of of the Company
the Company
1 Atul Kumar Sultania 190000 2.26 190000 2.26
2 Umesh Kumar Kanodia 190000 2.26 190000 2.26
----- End of picture text -----
(V). INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
==> picture [443 x 200] intentionally omitted <==
----- Start of picture text -----
Secured Unsecured Deposits Total
Loans Loans Indebtedness
excluding deposits
Indebtedness at the beginning N i l Nil N i l Nil
of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not
Total(i+ii+iii) N i l N i l N i l N i l
Change in Indebtedness during
the financial year - Addition N i l N i l N i l N i l
- Reduction N i l N i l N i l N i l
Net Change N i l N i l N i l N i l
Indebtedness at the N i l N i l N i l N i l
end of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) N i l N i l N i l N i l
----- End of picture text -----
(VI). REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager
==> picture [444 x 187] intentionally omitted <==
----- Start of picture text -----
Sr. Particulars of Remuneration Umesh Kumar Director Total
No. (Executive Director) Amount
1. Gross Salary
(a)Salary as per provisions 6,00,000 6,00,000
containedinsection17(1) of the
Income-tax Act, 1961
(b)Value of perquisites u/s
17(2)Income-tax Act, 1961
(c)Profits in lieu of salary
undersection17(3) Income-
taxAct,1961
2. Stock Option Nil Nil
3. Sweat Equity Nil Nil
4. Commission Nil Nil
- as % of profit
- others, specify…
5. Others, please specify Nil Nil
6. Total(A) 6,00,000 6,00,000
Ceiling as per the Act
----- End of picture text -----
MAPRO INDUSTRIES LIMITED
B. Remuneration to other directors:
==> picture [450 x 182] intentionally omitted <==
----- Start of picture text -----
Sr. Particulars of Remuneration Name of Director Total
No. Amount
1. Independent Directors Nil Nil
• Fee for attending board
committee meetings
• Commission
• Others, please specify
Total(1) Nil Nil
Other Non- Executive Directors
• Fee for attending board
committee meetings
• Commission
• Others, please specify
Total(2) Nil Nil
Total(B)=(1+2) Nil Nil
Total Managerial Remuneration Nil Nil
Overall Ceiling as per the Act Nil Nil
----- End of picture text -----
C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD
==> picture [444 x 192] intentionally omitted <==
----- Start of picture text -----
Sr. Particulars of Key Managerial Personnel
No. Remuneration
CEO Company CFO Total
Secretary
1. Gross Salary N i l N i l 1,80,000 1,80,000
(a) Salary as per provisions
contained in section17 (1)
of the Income-tax Act,
1961
(b)Value of perquisites u/s
17(2)Income-tax Act,
1961
(c)Profits in lieu of salary
undersection17(3)
Income- taxAct,1961
2. Stock Option N i l N i l N i l N i l
3. Sweat Equity N i l N i l N i l N i l
4. Commission N i l N i l N i l N i l
- as % of profit
- others, specify…
5. Others, please specify N i l N i l N i l N i l
6. Total(A) N i l N i l 1,80,000 1,80,000
----- End of picture text -----
(VII). PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:
There were no instances of any penalties/Punishment/Compounding of offences for the year ended 31st March, 2021.
By order of the Board of Directors
Sd/Sd/Place: Mumbai Umesh Kumar Kanodia Atul Kumar Sultania Date: September 7, 2021 Managing Director Director (DIN: 00577231) (DIN: 00632710)
MAPRO INDUSTRIES LIMITED
Annexure B to the Directors’ Report
REPORT ON CORPORATE GOVERNANCE
I. COMPANY PHILOSOPHY ON CODE OF GOVERNANCE
A brief statement on company`s philosophy on code of Governance:
The company always strives to achieve optimum performance at all levels by adhering to corporate governance practices, such as fair and transparent business practices, effective management controls at all levels, adequate representation of promoter, executive and independent director on the board, accountability of performance at all levels, monitoring of executive performance by the Board and transparent and timely disclosure of financial and management information. To be amongst standard bearers of best governance practices, the company has successfully implemented IND-AS, a new challenge in the realm of accounts.
II. BOARD OF DIRECTORS
The composition of the Board of Directors of the Company is in conformity with Regulation 17 of the SEBI’s (Listing Obligations & Disclosure Requirement) Regulation, 2015. The Company has an optimum combination of Executive and NonExecutive Directors. None of the Director is related to other Directors. There are five members in the Board of the Directors of the company including Executive Directors, Non Executive Directors, Independent directors and a Woman director. There is no institutional nominee on the Board.
A) Composition of board of directors:
Presently, the composition of Board is as follows:
==> picture [476 x 106] intentionally omitted <==
----- Start of picture text -----
Name of the Directors Category
Mr. Umesh Kumar Kanodia Executive Director & Chairman
Mr. Atul Kumar Sultania Executive Director
Mrs. Sarita kumari Gupta Non- Executive & Independent Director (Woman Director)
Mr. Shambhu Kumar Agarwal Non- Executive & Independent Director
Mr. Santosh Lama Non- Executive & Independent Director
----- End of picture text -----
B) Number of Board Meetings in the year:
During the year 5 meetings of the Board of Director’s were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
==> picture [476 x 91] intentionally omitted <==
----- Start of picture text -----
Sr. No. Date on which board Meetings were held
1. August 5, 2020
2. September 15, 2020
3. November 13, 2020
4. December 7, 2020
5. February 9, 2021
----- End of picture text -----
C) Attendance of Directors at the meeting of Board of Directors and the last Annual General Meeting are as follows:
==> picture [476 x 122] intentionally omitted <==
----- Start of picture text -----
Sr. Name of the No. Of Board No. of Board Attendance No. of other No. of other
No Meetings held Meetings at the last Directorships Committees of
attended AGM held which Member/
Chairman
1 Mr. Umesh Kumar Kanodia 5 5 Yes NIL N.A
2 Mr. Atul Kumar Sultania 5 5 No Nil N.A
8 8
3 Mrs. Sarita kumari Gupta 8 5 8 5 No 4 Nil
4 Mr. Shambhu Kumar Agarwal 5 5 Yes Nil N.A
5 Mr. Santosh Lama 5 5 Yes Nil N.A
----- End of picture text -----
MAPRO INDUSTRIES LIMITED
Notes:
-
Number of Directorships / Memberships held in other companies excludes Directorships/Memberships in private limited companies, foreign companies, companies under Section 8 of the Companies Act, 2013 (“the Act”), membership of managing committees of chambers / bodies and alternate directorships
-
None of the Independent Directors serve as an Independent Director in more than 7 listed companies.
-
The necessary disclosures regarding Committee positions have been made by all the Directors. None of the Directors are Members of more than 10 Committees and Chairman of more than 5 Committees across all public limited companies in which they are a Director. Number of Chairmanships / Membership of Committees covers Chairmanships/Memberships of Audit Committee and Stakeholders’ Relationship Committee.
-
D) Shares held by Non-Executive Directors as at 31st March, 2021:
==> picture [446 x 60] intentionally omitted <==
----- Start of picture text -----
Name of the Director No. of Shares held
Mrs. Sarita kumari Gupta Nil
Mr. Shambhu Kumar Agarwal Nil
Mr. Santosh Lama Nil
----- End of picture text -----
No Convertible Instruments are held by Non-Executive Directors.
E) Independent Directors Meeting:
In Compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; the Independent Directors Meeting of the Company was held on February 09, 2021.
In this meeting, they considered the performance of non-independent directors and Board as a whole, reviewed performance of Chairman of the Company, taking into account the views of Executive and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.
III. COMMITTEES OF THE BOARD
The terms of reference of Board Committees are determined by the Board from time to time. Presently the Company has three committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All the decisions pertaining to the constitution of the Committees, appointment of members, and fixing of terms of reference for committee members are taken by the Board of Directors. Details the number of meetings held during the financial year and the related attendance are provided below:
AUDIT COMMITTEE:
All the members of the Audit Committee are professionals and financially literate within the meaning of Regulation 18 (1) (c) of the Listing Regulations. Mr. Umesh Kumar Kanodia, Compliance Officer, acts as the Compliance Officer to the Committee.
Five Audit Committee Meetings were held during the financial year under review and the gap between two Meetings did not exceed 120 days. These Meetings were held on August 5, 2020, September 15, 2020, November 13, 2020, December 7, 2020, February 9, 2021.
The details of the composition of the Audit Committee and the attendance of the Members at the Audit Committee Meetings are as under:
==> picture [476 x 105] intentionally omitted <==
----- Start of picture text -----
Sr. Name of the Director Nature of the Directorship Category Category No. of Meetings
No. Meetings Attended
held
1. Mr. Santosh Lama Non-Executive & Chairman 5 5
Independent Director
2. Mr. Shambhu Kumar Agarwal Non-Executive & Member 5 5
Independent Director
3. Mr. Umesh Kumar kanodia Managing Director Member 5 5
----- End of picture text -----
The terms of reference of the Audit Committee includes the matters specified under Part C of Schedule II to Regulation 18 (3) of the Listing Regulations as well as Section 177 of the Companies Act, 2013. The Chief Financial Officer, Internal Auditor and Statutory Auditors are permanent invitees to the Meeting. The Chairman of the Audit Committee was present at the 48th Annual General Meeting held on December 30, 2020. The Minutes of the Audit Committee Meetings were noted at the Board Meetings.
MAPRO INDUSTRIES LIMITED
NOMINATION AND REMUNERATION COMMITTEE:
One Nomination and Remuneration Committee Meetings were held during the financial year under review on February 9, 2021.
The details of composition of the Nomination and Remuneration Committee and attendance of the Members at the
Nomination and Remuneration Committee Meetings are as under:
==> picture [476 x 117] intentionally omitted <==
----- Start of picture text -----
Sr. Name of the Director Nature of the Directorship Designation in Category No. of Meetings
No. Committee Meetings Attended
held
1. Mr. Santosh Lama Non-Executive & Chairman 1 1
Independent Director
2. Mr. Shambhu Kumar Agarwal Non-Executive & Member 1 1
Independent Director
3. Mrs. Sarita Kumari Gupta Non-Executive & Member 1 1
Independent Director
----- End of picture text -----
The terms of reference of the Nomination and Remuneration Committee include the matters specified under Part D of Schedule II to Regulation 19 (4) of the Listing Regulations as well as under Section 178 of the Companies Act, 2013.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have formulated and adopted Nomination and Remuneration Policy and the same is also available of the website of the company. The Minutes of the Nomination and Remuneration Committee Meetings were noted at the Board Meeting.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The details of the composition of the Stakeholders’ Relationship Committee and the attendance of the Members at the Meeting held on February 9, 2021. are as under:
==> picture [476 x 118] intentionally omitted <==
----- Start of picture text -----
Sr. Name of the Director Nature of the Directorship Designation in Category No. of Meetings
No. Committee Meetings Attended
held
1. Mr. Shambhu Kumar Agarwal Non-Executive & Chairman 1 1
Independent Director
2. Mr. Santosh Lama Non-Executive & Member 1 1
Independent Director
3. Mr. Umesh Kumar Kanodia Managing Director Member 1 1
----- End of picture text -----
The terms of reference of the Stakeholders’ Relationship Committee covers the matters specified under Part D of Schedule II to Regulation 20 (4) of the Listing Regulations as well as under Section 178 of the Companies Act, 2013. The Minutes of the Stakeholders’ Relationship Committee Meeting were noted at the Board Meeting.
The Committee also performs the Following Functions:
-
Transfer/Transmission of shares.
-
Issue of Duplicate Share Certificates.
-
Review of Share dematerialization and re-materialization.
-
Monitoring the expeditious Redressal of Investor Grievances.
-
Monitoring the performance of company’s Registrar & Transfer Agent.
In the year 2020-2021 no complaints have been received by the Company.
IV. REMUNERATION OF DIRECTORS
There has been no materially significant related party transactions, pecuniary relationships or transactions between Mapro Industries Limited and its Directors for the financial year under review that may have a potential conflict with the interest of the Company at large.
MAPRO INDUSTRIES LIMITED
Remuneration paid during the Financial Year 2020-2021 Directors are:
| Name of Director | Yearly Remuneration(Rs in Lacs) |
|---|---|
| Mr. Umesh Kumar Kanodia | 6.00 |
| Total | 6.00 |
Criteria for making payment to Non-Executive Directors has been disseminated on the website of the Company at ‘maproindustries.com’.
The Company does not have any Employee Stock Option Scheme for its Directors and Employees
V. CHIEF EXECUTIVE OFFICER (CEO)/CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
As required under Regulation 17 (8) of the Listing Regulations, the CEO and CFO Certification of the Financial Statements, the Cash Flow Statement and the Internal Control Systems for financial reporting for the financial year ended March 31, 2021, was placed before Board of Directors at its Meeting held on December 7, 2020.
VI. GENERAL BODY MEETING
A. The details of last three Annual General Meeting of the Company were held are given below respectively:
==> picture [477 x 106] intentionally omitted <==
----- Start of picture text -----
AGM Financial Year Venue of the AGM Date Time
46 [th] 2017-2018 505, Corporate Corner, Sunder Nagar,505, 28/09/2018 11:30 A.M.
Malad (West), Mumbai-400064
47 [th] 2018-2019 505, Corporate Corner, Sunder Nagar,505, 27/09/2019 11:30 A.M.
Malad (West), Mumbai-400064
48 [th] 2019-2020 505, Corporate Corner, Sunder Nagar,505, 30/12/2020 11:30 A.M.
Malad (West), Mumbai-400064
----- End of picture text -----
All the resolutions set out in the respective Notices were passed by the requisite majority of the members.
B. Special Resolutions passed at the last three Annual General Meetings:
A Special Resolution was passed at 47th Annual General Meeting of the Company held on September 27, 2019 ,
-
for re-appointment of Mr. Santosh Lama as an Independent Director of the Company for a term of 5 years effective April 01, 2019.
-
re-appointment of Mr. Shambhu Kumar Agarwal as an Independent Director of the Company for a term of 5 years effective April 01, 2019.
-
re-appointment of Mrs. Sarita Kumari Gupta as an Independent Director of the Company for a term of 5 years effective April 01, 2020.
-
C. Passing of Special Resolutions by Postal Ballot:
During the year under review, there was no special resolution required to be passed through postal ballot.
None of the Resolutions proposed for the ensuing Annual General Meeting is required to be passed by Postal Ballot.
VII.MEANS OF COMMUNICATION
Financial Results
The quarterly, half-yearly and annual financial results are generally published in ‘Financial Express’ (English) and Mumbai Lakshadeep’ (Marathi). The results are also displayed under the Investor Relations section on the Company’s website ‘www.maproindustries.com’ shortly after its submission to the Stock Exchanges.
VIII. GENERAL SHAREHOLDER INFORMATION
| Date, Day, Time and Venue of the Annual General Meeting | Date: September 30, 2021 Day: Thursday Time: 11.30 a.m Venue: 505, Corporate Corner, Sunder Nagar, Malad (West), Mumbai-400064. |
|---|---|
| Financial Year | The financial year of the Company is from 1st April to 31st March. Financial Calendar(Tentative) |
==> picture [486 x 299] intentionally omitted <==
----- Start of picture text -----
First Quarter Results: Second week of August, 2020
Second Quarter Results: Second week of November, 2020
Third Quarter Results: Second week of February, 2021
Fourth Quarter and Annual Results: Last week of May, 2021
Date of Book Closure 24 [th] September, 2021 to 30 [th] September, 2021 (Both days
inclusive).
Dividend Payment Date NIL
Listing on Stock Exchanges The Company is listed on the following:
BSE Limited
1st Floor, P. J. Towers,
Dalal Street, Fort,
Mumbai - 400 001.
The annual listing fees have been paid and there is no
outstanding payment towards the Stock Exchanges as on
date.
Stock Code BSE Limited – 509762
International Securities Identification Number (ISIN) The Company’s scrip forms a part of SEBI’s compulsory
Demat Segment bearing ISIN No. INE848M01019
Corporate Identity Number (CIN) The Company’s CIN, allotted by the Ministry of Corporate
Affairs, Government of India, is L70101MH1973PLC020670.
The Company is registered at Mumbai in the State of
Maharashtra, India.
----- End of picture text -----
Market Price Data
The High and Low prices of the Company’s share (of the face value of Rs. 10 /- each) for the financial year under review are as follows:
==> picture [345 x 194] intentionally omitted <==
----- Start of picture text -----
Month High (In Rs.) Low (In Rs.)
April 2020 - -
May 2020 - -
June 2020 - -
July 2020 - -
August 2020 - -
- -
September 2020
October 2020 - -
November 2020 - -
December 2020 - -
January 2021 - -
February 2021 - -
March 2021 - -
----- End of picture text -----
- Source: BSE Website.
Registrars and Share Transfer Agents:
Shareholders may contact the Company’s Registrar and Share Transfer Agent (for both physical and demat segments) at the following address for any assistance regarding dematerialization of shares, share transfers, transmission, change of address, nonreceipt of annual report and any other query relating to the shares of the Company:
Purva Sharegistry (India) Pvt. Ltd. Unit No. 9, Shiv Shakti Industrial Estate R Boricha Marg, Opp. Kasturba Hospital, Lower Parle (E), Mumbai-400 011 Website: www.purvashare.com Telephone No: (022) 2301-0771 / 2301-8261 E Mail: [email protected]
Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participant.
MAPRO INDUSTRIES LIMITED
Share Transfer System
The Board has authorized Stakeholder and Relationship Committee to approve / authorize matters relating to share transfers / transmission, issue of duplicate shares, etc. At each Board Meeting, the Directors are apprised of the details of transfer / transmission / issue of duplicate shares authorized by the Stakeholder and Relationship Committee. The Company’s Registrars, M/s. Purva Sharegistry (India) Pvt. Ltd. has adequate infrastructure to process the share transfers. The share transfers received are processed within 15 days from the date of receipt, subject to the transfer instrument being valid and complete in all respects along with the requisite documents.
Dematerialization requests are processed within 21 days from the date of receipt, to give credit of the shares through the Depositories. In compliance with the Listing Agreement with the Stock Exchanges and the Listing Regulations, every six months, a Practicing Company Secretary audits the System of Transfer and a Certificate to that effect is issued.
Investors’ Correspondence
The Shareholders can contact the Company for Secretarial matters at the following address:
Mapro Industries Limited 505, Corporate Corner, Sunder Nagar, Malad (W), Mumbai - 400 064
Website: maproindustries.com Email id: [email protected]
Distribution of Shareholding
a. Shareholding Pattern as on March 31, 2021
==> picture [365 x 207] intentionally omitted <==
----- Start of picture text -----
Category of Shareholder Number Of Shares Percentage of
Shareholding (%)
Promoters
Sandeep Gupta 2185430 26.05
Atul Kumar Sultania 190000 2.26
Umesh Kumar Kanodia 190000 2.26
Sub-Total 2565430 30.58
Non-Promoters
Bodies Corporate/LLP 2419419 28.84
Individuals 2709196 32.29
HUF 563929 6.72
LLP & Clearing Members 130951 1.56
Sub-Total 5823495 69.42
Total 8388925 100.00
----- End of picture text -----
b. Class-wise Distribution of Equity Shares as on March 31, 2021:
==> picture [477 x 161] intentionally omitted <==
----- Start of picture text -----
Shareholding of Nominal No. of Share Holders % of Total In Rs. % of Total
Value of
Upto 5000 107 36.27 142450 0.17
5001-10000 10 3.39 89350 0.11
10001-20000 5 1.69 71090 0.08
20001-30000 10 3.39 252500 0.30
30001-40000 5 1.69 185620 0.22
40001-50000 12 4.07 572250 0.68
50001-100000 74 25.08 6861750 8.18
100001- Above 72 24.41 75714240 90.25
TOTAL 295 100.00 83889250 100.00
----- End of picture text -----
MAPRO INDUSTRIES LIMITED
Dematerialization of Shares and Liquidity
The shares of the Company form part of the Compulsory Demat Segment. The Company has established Connectivity with both the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through its Registrar, Purva Sharegistry (India) Pvt. Ltd.
As on 31st March, 2021 the number of shares held in dematerialized and physical mode are as under:
==> picture [489 x 124] intentionally omitted <==
----- Start of picture text -----
Particulars Number of shares Percentage to Total
Capital Issued
Held in dematerialized mode 4130234 49.23
in NSDL
Held in dematerialized mode 4258441 50.77
in CDSL
Physical Mode 250 0.00
Total 8388925 100.00
----- End of picture text -----
Outstanding GDRs/ADRs/Warrants or any convertible instruments, etc.
As on date, the Company has not issued these types of securities.
Foreign exchange risk and hedging activities
The Company has no foreign exchange exposure.
IX. OTHER DISCLOSURES
a. Related party transactions
The Company has not entered into any materially significant related party transactions with its Promoters, Directors, or Management or their relatives, etc. that may have potential conflict with the interests of the Company at large.
The Company has formulated and adopted a policy on dealing with related party transactions and same is displayed under the Investor Relations section on the Company’s website ‘www.maproindustries.com’.
b. Compliances by the Company
The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other statutory authorities relating to the above.
c. Code of Conduct
The Company is committed to conducting its business in conformity with ethical standards and applicable laws and regulations. This commitment stands evidenced by the Model Code of Conduct adopted by the Board of Directors which is applicable to each member of the Board of Directors and Senior Management of the Company.
The Company has received confirmations from all the Directors and Senior Management of the Company regarding compliance with the said Code for the financial year under review. A certificate from Mr. Umesh Kumar Kanodia, Managing Director to this effect forms part of this Report. The said Code is also displayed under the Investor Relations section on the Company’s website ‘www.maproindustries.com’.
d. Whistle Blower / Vigil Mechanism
The Company has established a Whistle Blower / Vigil Mechanism through which its Directors, Employees and Stakeholders can report their genuine concerns about unethical behaviours, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The said Mechanism provides for adequate safeguards against victimization and also direct access to the higher levels of supervisors. Any concerns may also be raised directly to the Audit Committee also.
e. Risk Management framework
The Company has been addressing various risk impacting the company and the policy of the company on risk management is provided in the website ‘www.maproindustries.com’.
f. Management Discussion and Analysis
The Management Discussion and Analysis forms a part of the Board’s Report. All matters pertaining to industry structure and developments, opportunities and threats, segment-wise/team-wise performance, outlook,
MAPRO INDUSTRIES LIMITED
risks and concerns, internal control systems and adequacy, discussion on financial and operational performance and material developments in human resources are discussed in the said Report.
g. Adherence to Accounting Standards
The Financial Statements have been prepared and presented under the historical cost convention on an accrual basis of accounting and in accordance with the accounting principles generally accepted in India and comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Account) Rules, 2014 and other relevant provision of the Companies Act, 1956 to the extent applicable.
h. Board Diversity
The Company recognizes that a Board composed of appropriately qualified members with a broad range of experience relevant to the business is important for effective corporate governance and sustained commercial success. The Company believes that it has a truly diverse Board which leverages on the skills and knowledge, industry or related professional experience, age and gender, which helps the Company to retain our competitive advantage. The Board has adopted the Board Diversity Policy to recognize the benefits of a diverse Board and to further enhance the quality of participation and performance.
i. Familiarization Program for Independent Directors
The Company has in place a Familiarization Program for Independent Directors to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company’s success. The Company has devised and adopted a policy on Familiarization Program for Independent Directors and has uploaded the same on the Company’s website ‘www.maproindustries.com’.
j. Performance Evaluation Criteria for Independent Directors
The Company has devised a performance evaluation framework and policy, which sets a mechanism for the evaluation of the Independent Directors. Performance evaluation of the Independent Directors was carried out through an evaluation program in terms of the aforesaid performance evaluation framework and policy.
k. Unclaimed Suspense Account
No unclaimed suspense account is there in the Company.
l. Mandatory Requirements
The Company is in compliance with all the mandatory requirements stipulated under Listing Regulations, as amended from time to time. The adoption of non-mandatory requirements is provided in this Report.
X. COMPLIANCE WITH MANDATORY REQUIREMENTS
As per Clause 13 of Part C of Schedule V to the Listing Regulations, the Company has made disclosures of the compliance with corporate governance requirements specified in Regulation 17 to 27 and Clauses (b) to (i) of Subregulation (2) of Regulation 46 on the website of the Company – ‘www.maproindustries.com’.
XI. NON-MANDATORY REQUIREMENTS
Shareholders’ Rights
The half-yearly financial results are published in the newspapers as mentioned above and also they are displayed under the Investor Relations section on the Company’s website ‘www.maproindustries.com’. Therefore, the results were not separately circulated to all shareholders.
| By order of the Board of Directors | |||||
|---|---|---|---|---|---|
| Sd/- | Sd/- | ||||
| Place: | Mumbai | Umesh Kumar Kanodia | Atul Kumar Sultania | ||
| Date: | September | 7, | 2021 | Managing Director | Director |
| (DIN: 00577231) | (DIN: 00632710) |
MAPRO INDUSTRIES LIMITED
AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE
To the Members of Mapro Industries Limited
We have examined the compliance of conditions of Corporate Governance by Mapro Industries Limited (“the Company”) for the year ended on 31[st] March 2021, as per the relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) as referred to in regulation 15(2) of the Listing Regulations for the period 1[st] April 2020 to 31[st] March 2021.
The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion, and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement/ Listing Regulations, as applicable.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Pradeep Kumar Gupta . Membership No. 048979 Chartered Accountants
Sd/[Pradeep Kumar Gupta] Proprietor ICAI Membership No. 048979
Place: Mumbai Date: September 7, 2021
Declaration by the Managing Director under Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding compliance with Code of Conduct
In accordance with Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby confirm that, all the Directors and the Senior Management personnel of the Company have affirmed compliance with the Code of Conduct, as applicable to them, for the financial year ended March 31, 2021.
For Mapro Industries Limited
Sd/-
Umesh Kumar Kanodia Managing Director (DIN: 00577231)
Place: Mumbai
Date: September 7, 2021
MAPRO INDUSTRIES LIMITED
_____________
Annexure C to the Directors’ Report
FORM NO. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st Day of March, 2021 [Pursuant to Section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To The Members, MAPRO INDUSTRIES LIMITED (CIN - L70101MH1973PLC020670) 505, Corporate Corner, Sunder Nagar, Malad West, Mumbai- 400064
-
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Mapro Industries Limited (hereinafter referred as ‘the Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
-
Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2021 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliancemechanism in place to the extent, in the manner and subject to the reporting made hereinafter.
-
I further report that compliance with applicable laws is the responsibility of the Company and my report constitutes an independent opinion. My report is neither an assurance for future viability of the Company nor a confirmation of efficient management by the Company.
-
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31st March, 2021 according to the provisions of:
-
I. The Companies Act, 2013 (the Act) and the rules made thereunder;
-
II. The Securities Contracts (Regulation) Act, 1956 and the rules made there under;
-
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
-
IV. Foreign Exchange Management Act, 1999, and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings – (Not applicable to the Company during the Audit Period);
MAPRO INDUSTRIES LIMITED
_____________
-
V. The following Regulations (as amended from time to time) and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 :-
-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
-
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended;
-
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI (ICDR) Regulations, 2009);- (Not Applicable to
the Company during the Audit Period)
- (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28 October 2014 – **(Not applicable to the Company during the Audit Period);**
- (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- **(Not applicable to the Company during the Audit Period);**
- (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
- (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 – **(Not applicable to the Company during the Audit Period);** and
- (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998
- **(Not applicable to the Company during the Audit Period);**
- (i) The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations 2015 (herewith referred as Listing Regulations) – Notified with effect from December 1, 2015
-
I have also examined compliance with the applicable clauses of the following:
-
(i) Secretarial Standards issued by The Institute of Company Secretaries of India – Notified with effect from July 1, 2015.
-
(ii) The Listing Agreements entered into by the Company with the Stock Exchanges where the securities of the Company are listed read with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
-
I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.
-
I further report that:
-
a. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and a Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
MAPRO INDUSTRIES LIMITED
_____________
-
b. Adequate Notice is given to all Directors to schedule the Board Meetings, agenda and detailed Notes on Agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
-
c. Majority decision is carried through, while the dissenting members' views are captured, as and when required and are recorded as part of the minutes. Decisions of the Board Meetings were taken unanimously.
-
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines as also represented by the management.
-
I further report that during the audit period no events occurred which had bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.
-
This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.
SD/-
(Nisha Munka) Practicing Company Secretary
ACS – 49058/ CP No. - 18201
Place: Kolkata Dated: 07.09.2021
Encl : Annexure- A forming an integral part of this report.
MAPRO INDUSTRIES LIMITED
_____________
' ANNEXURE A'
To The Members, MAPRO INDUSTRIES LIMITED (CIN - L70101MH1973PLC020670) 505, Corporate Corner, Sunder Nagar, Malad West, Mumbai- 400064
My report of even date is to be read along with this letter.
-
Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express as opinion on these secretarial records based on my audit.
-
I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion
-
I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
-
Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
-
The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.
-
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
SD/-
(Nisha Munka) Practicing Company Secretary
ACS – 49058/ CP No. - 18201
Place: Kolkata Dated: 07.09.2021
MAPRO INDUSTRIES LIMITED
Annexure D to the Directors’ Report
PARTICULARS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AS AMENDED
==> picture [477 x 333] intentionally omitted <==
----- Start of picture text -----
Sr. No. Requirement under Rule 5(1) Details
(i) Ratio of the remuneration of each director to the median • Umesh Kumar Kanodia,
remuneration of the employees of the Company for the Managing Director: 1.38
financial year 2019-20
(ii) Percentage increase in remuneration of each Executive Director, % increase:
Chief Financial Officer, Chief Executive Officer and Company Executive Director – 0.00%
Secretary (Salary of 2018-19 v/s Salary of 2019-20). Company Secretary – 0.00%
(iii) Percentage increase in the median remuneration of employees in NIL
the financial year (2019-20 v/s 2020-21).
(iv) Number of Permanent Employees as on March 31, 2021 on the 2
rolls of Company.
(v) Average percentile increase already made in the salaries of Average percentage increase in
managerial remuneration: Nil
employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in
the managerial remuneration and justification thereof and point out if Average percentage increase in
non-managerial remuneration:
there are any exceptional circumstances for increase in the 0.00%
managerial remuneration;
(vi) Key parameters for any variable component of remuneration availed There is no variable component
by the Directors. in the remuneration of the Key
Managerial Personnel
(vii) Affirmation that the remuneration is as per the remuneration policy Remuneration is as per the
of the Company. Nomination and Remuneration
Policy of the Company.
----- End of picture text -----
By order of the Board of Directors Sd/Sd/Place: Mumbai Umesh Kumar Kanodia Atul Kumar Sultania Date: September 7, 2021 Managing Director Director (DIN: 00577231) (DIN: 00632710)
Annexure D to the Directors’ Report
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (2) and 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AS AMENDED
It is hereby affirmed that:
-
(i) No employee was in receipt of remuneration for the year in aggregate of more than Rs. 1.02 Crores (if employed throughout the financial year);
-
(ii) No employee was in receipt of remuneration for any part of the year at a rate which in aggregate was more than Rs. 8.5 Lakhs per month (if employed for a part of the financial year);
-
(iii) No employee was in receipt of remuneration in excess of that drawn by the Managing Director or Whole-time Director or Manager nor holds by himself or along with his spouse and dependent children more than two percent of the equity shares of the Company.
Top Ten Employees in terms of Remuneration drawn for F.Y. 2020-21:
==> picture [656 x 91] intentionally omitted <==
----- Start of picture text -----
Sr. No. Name Designation Remuneration Date of Commencement Qualification and Last Employment % of equity shares Whether relative
(in Rs. / year) of Employment Experience of the held before joining shares held relative of any
Employee this company Director/ Manager
1. Umesh Kumar Kanodia Managing 6,00,000 28/02/2013 B.COM (H) - 190000 NO
(Age: 64 Yrs) Director
2. Amol Burte CFO 1,80,000 14/08/2015 B.COM (H) - NIL NO
(Age: 34 Yrs)
----- End of picture text -----
By order of the Board of Directors
Sd/Sd/Place: Mumbai Umesh Kumar Kanodia Atul Kumar Sultania Date: September 7, 2021 Managing Director Director (DIN: 00577231) (DIN: 00632710)
MAPRO INDUSTRIES LIMITED
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
Your Directors are pleased to present the Management Discussion and Analysis Report for the year ended 31st March, 2021.
The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI). Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Company’s growth and strategy. The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments, events or otherwise.
Management Discussion and Analysis (MDA) is structured as follows:
-
Economic Overview
-
Construction Industry Overview
-
Business Overview
-
Business Outlook
-
Significant developments subsequent to the last financial year
-
Opportunities and Threat
-
Discussion on Financial Performance with respect to Operational Performance
-
Risks and Concerns
-
Internal Control Systems and adequacy
-
Material Development in Human Resources
-
Cautionary Statements
ECONOMIC OVERVIEW
Infrastructure and Construction Industries in any country plays a vital role for the economy’s growth and development. The Indian economy is getting bigger and better with every passing year and needless to say, Infrastructure will contribute significantly to the country’s overall development. Nearly all the segment of infrastructure and Construction Industries sectors will provide excellent opportunities for investments, with roads, railways, ports, power and airports being the major attractions.
CONSTRUCTION INDUSTRY OVERVIEW:
The Construction Industry in India is the one of the largest economic activity after agriculture and provides employment to large amount of people. Broadly, construction can be classified into two segments – infrastructure and real estate. The infrastructure segment involves construction projects in different sectors like roads, rails, ports, irrigation, power, etc. Investment in the infrastructure sector plays a crucial role in the growth of the economy of the country. Development of infrastructure in the country mainly depends upon the spending by Government of India in various sub-segments of infrastructure and Real Estate is also based on the Investments in Infrastructure Sector.
BUSINESS OVERVIEW
We are currently engaged in construction activities. Our operation includes all aspects of real estate development, from the identification and acquisition of land the planning, execution and marketing of our projects and the maintenance and management of our completed developments. The aforementioned services are currently provided by us through our third party vendor contactors to whom we subcontract construction and other execution work related to projects. Our company has witnessed growth in number of projects being undertaken and also in revenues of our company. We are working continuously to strengthen our infrastructure, enhance our presence and building the capabilities to execute end to end projects on our own. During the current financial, the Company has entered into trading of Iron and Steel and Cement.
BUSINESS OUTLOOK
Outlook remains stable for the current year. The company is looking at other avenues for business growth.
MAPRO INDUSTRIES LIMITED
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR
After the date of last financial year, i.e. March 31, 2021, the Directors of our Company confirm that, there have not been any significant material developments.
Key factors affecting the Results of Operations
Our Company's future results of operations could be affected potentially by the following factors:
-
9 Political condition: In case of political instability, government could change the spending pattern on infrastructure. This change in policy framework can affect our business.
-
9 Stringent condition of our contract: Most of our contracts are time bound as well as put a condition of meeting the minimum standard requirement of such construction. Contract may stipulate penalty condition for non-closure of our project in time. This non completion of project in time could affect our financials. We are subject to blacklisting by the authority for non-full-filing our commitment.
-
9 Our ability to attract and retain skilled and technical staff: Skilled and Technical Staffs are required by us for all our projects. We take up various projects based on availability of right mix of man power. Thus our growth is likely to be affected by our ability to attract and retain skilled and technical manpower.
-
9 Effect of Inflation: We are affected by inflation as it has an impact on the operating cost, staff costs etc. In line with changing inflation rates, we rework our margins so as to absorb the inflationary impact.
OPPORTUNITIES AND THREATS
The performance of capital market in India has a direct correlation with the prospect of economic growth and political stability. Though the growth projections for FY 2020-21 appear reasonable, there are certain downside risks such as pace and shape of global recovery, effect of withdrawal of fiscal stimulus and hardening of commodity prices. Our business performance may also be impacted by increased competition from local and global players operating in India, regulatory changes and attrition of employees. With growing presence of players offering advisory service coupled with provision of funds for the clients' needs, we would face competition of unequal proportion.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
The details of the financial performance are appearing in the financial statements separately. The highlights of the same are also mentioned in the Directors Report.
RISKS AND CONCERNS
This section contains forward – looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these statements. As the industrial and economic growth of the country is showing steady improvement, there is no perceived risk and concern in this area of business and there is an ample scope for growth in India itself. Forward looking statements are based on certain assumptions and expectations of the future events that are subject to risks and uncertainties. Actual future results and trend may differ materially from historical results, depending on variety of factors. Their risk and concerns faced by the Company are similar to those faced by any growing organization in today dynamic industrial and economic scenario.
INTERNAL CONTROLS SYSTEM & ADEQUACY
Management has put in place effective Internal Control System to provide reasonable assurance for:
-
Safeguarding Assets and their usage.
-
Maintenance of Proper Accounting Records and
-
Adequacy and Reliability of the information used for carrying on Business Operations.
Key Elements of the Internal Control Systems are as follows:
-
(i) Existence of Authority Manuals and periodical updating of the same for all functions.
-
(ii) Existence of clearly defined organizational structure and authority.
-
(iii) Existence of corporate policies for Financial Reporting and Accounting.
-
(iv) Existence of Management Information System updated from time to time as may be required.
-
(v) Existence of Annual Budgets and Long Term Business Plans.
-
(vi) Existence of Internal Audit System
MAPRO INDUSTRIES LIMITED
MATERIAL DEVELOPMENT IN HUMAN RESOURCES
The Management believes in maintaining cordial relations with its employees. The management recognizes the importance of Human Resources and effective steps will be taken to strengthen the same depending on the requirements. The Company provided excellent working environment so that the individual staff can reach his/her full potential. The Company aims in talent management with particular focus on grooming, learning and development and employee engagement has been the key focus areas in the Company's objectives.
CAUTIONARY STATEMENT
Certain statements under "Management Discussion & Analysis" describing the Company's objectives, projections, estimates, expectations or predictions may be forward looking statement within the meaning of applicable securities laws and regulations. Although the expectations are based on reasonable assumptions, the actual results could materially differ from those expressed or implied, since the Company's operations are influenced by many external and internal factors beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.
By order of the Board of Directors Sd/Sd/Place: Mumbai Umesh Kumar Kanodia Atul Kumar Sultania Date: September 7, 2021 Managing Director Director (DIN: 00577231) (DIN: 00632710)
PRADEEP GUPTA Chartered Accountants
==> picture [53 x 41] intentionally omitted <==
INDEPENDENT AUDITOR’S REPORT
To the Members of
M/S Mapro Industries Limited
Report on the Audit of the Standalone Financial Statements
OPINION
We have audited the accompanying financial statements of M/s MAPRO INDUSTRIES LIMITED (“the company) which comprise the Balance sheet as at 31[st] March, 2021, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2006, as amended (“Accounting Standards”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2020, and its loss, and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.
Information Other than the Financial Statements and Auditor’s Report Thereon
-
The Company’s Board of Directors is responsible for the other information. The other information obtained at the date of this auditor’s report is information included in the Board report, but does not include the financial statements and our auditor’s report thereon.
-
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
54 B Station Plaza, Station Road, Bhandup West, Mumbai 400078. Mob. 9920780253
PRADEEP GUPTA Chartered Accountants
==> picture [53 x 41] intentionally omitted <==
-
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
-
If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, cash flows of the Company in accordance with the Accounting Standards and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
54 B Station Plaza, Station Road, Bhandup West, Mumbai 400078. Mob. 9920780253
PRADEEP GUPTA Chartered Accountants
==> picture [53 x 41] intentionally omitted <==
-
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Report on Other Legal and Regulatory Requirements
-
As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.
-
As required by Section 143(3) of the Act, based on our audit we report that:
-
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
-
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
-
c) The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account.
54 B Station Plaza, Station Road, Bhandup West, Mumbai 400078. Mob. 9920780253
PRADEEP GUPTA Chartered Accountants
==> picture [53 x 41] intentionally omitted <==
-
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act.
-
e) On the basis of the written representations received from the directors as on 31st March, 2021 taken on record by the Board of Directors, none of the directors are disqualified as on 31[st] March, 2021 from being appointed as a director in terms of Section 164(2) of the Act.
-
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.
-
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended,
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
-
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
-
i. The Company does not have any pending litigations which would impact its financial position.
-
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
-
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
For PRADEEP GUPTA CHARTERED ACCOUNTANTS
Sd/-
(PROPRIETOR) Mem No: 048979 PAN No :AAAPG7628N
Place : Mumbai Date : 9[th] July,2021
54 B Station Plaza, Station Road, Bhandup West, Mumbai 400078. Mob. 9920780253
PRADEEP GUPTA Chartered Accountants
==> picture [53 x 41] intentionally omitted <==
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 1 under “Report on Other Legal and Regulatory Requirements” section of our report of even date)
1. The company has maintained proper records showing full particulars showing full particulars including quantitative details and situation of fixed assets. Fixed Assets have been physically verified by the Management at reasonable interval; According to information given to us no material discrepancies were noticed on such verification.
According to the information given to us and the records examined by us and based on the examination of the registered sale deeds, transfer deeds, mutation of title papers, property tax papers and conveyance deeds provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date.
2. As explained to us, inventories were physically verified by the Management. In our opinion and according to the information and explanations given to us, the inventories have been verified by the management at reasonable intervals in relation to size of the Company and nature of business and no material discrepancies were notices on physical verification.
3. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to Companies, firms or other parties covered in the Register maintained under section 189 of the Companies Act, 2013, accordingly the provisions of clause 3 (iii) (a), (b), and (c) of the order are not applicable to the Company and hence not commented upon.
4. In our opinion and according to the information and explanations given to us, provisions of Section 185 and 186 of the Companies Act, 2013 in respect of loan to directors including entities in which they are interested and in respect of loan and advances given, investments made and guarantees and securities given have been complied with the provisions of Section 185 and 186 of the Companies Act, 2013.
5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013 and the rules framed there under.
6. The company is not required to maintain any cost record pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act.
7. According to the information and explanations given to us, in respect of Statutory Dues:
-
(a) According to the information and explanations given to us and on the basis of the examination of the books of account, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales tax, Service tax, Value Added Tax Customs Duty, Excise Duty, and other statutory dues applicable to it with the appropriate authorities.
-
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income tax, Sales tax, Service tax, Customs Duty, Excise Duty and other undisputed statutory dues were outstanding, at the year-end for a period of more than six months.
-
(c) According to the information and explanations given to us, there are no dues of Income Tax, Cess or other statutory dues, which have not been deposited on account of any dispute.
54 B Station Plaza, Station Road, Bhandup West, Mumbai 400078. Mob. 9920780253
PRADEEP GUPTA Chartered Accountants
==> picture [53 x 41] intentionally omitted <==
8. The Company has not raised any money way of initial public offer / further public offer / debt instruments) and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.
9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institutions, banks and government.
10. In our opinion and according to the information and explanations given to us, the Company has not taken term loans and accordingly the provisions of Clause 3(ix) of the Order are not applicable to the Company.
11. To the best of our knowledge and according to the information and explanation given to us, no fraud by the company and no material fraud on the company has been noticed or reported during the year.
12. According to the information and explanations given by the management, the provisions of Section 197 read with Schedule V of the Companies Act, 2013 are not applicable to the Company.
13. In our opinion, the Company is not a Nidhi company. Accordingly, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
14. According to the information and explanations given by the management, transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.
15. According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully/partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
16. According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in Section 192 of the Companies Act, 2013.
17. As per the information and explanations given to us, the company is not required to get it registered under section 45-IA of the Reserve Bank of India Act, 1934.
For PRADEEP GUPTA CHARTERED ACCOUNTANTS
Sd/-
(PROPRIETOR) Mem No: 048979 PAN No :AAAPG7628N
Place : Mumbai Date : 9[th] July,2021
54 B Station Plaza, Station Road, Bhandup West, Mumbai 400078. Mob. 9920780253
PRADEEP GUPTA Chartered Accountants
==> picture [53 x 41] intentionally omitted <==
ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”).
We have audited the internal financial controls over financial reporting of MAPRO INDUSTRIES LIMITED (“the Company”) as of 31st March, 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
AUDITORS' RESPONSIBILITY
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.
MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
Statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
54 B Station Plaza, Station Road, Bhandup West, Mumbai 400078. Mob. 9920780253
PRADEEP GUPTA Chartered Accountants
==> picture [53 x 41] intentionally omitted <==
unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
OPINION
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For PRADEEP GUPTA CHARTERED ACCOUNTANTS
Sd/-
(PROPRIETOR) Mem No: 048979 PAN No :AAAPG7628N
Place : Mumbai Date : 9[th] July,2021
54 B Station Plaza, Station Road, Bhandup West, Mumbai 400078. Mob. 9920780253
MAPRO INDUSTRIES LIMITED
==> picture [416 x 431] intentionally omitted <==
----- Start of picture text -----
BALANCE SHEET AS AT 31st March 2021
As at As at
Note
Particulars 31st March 2021 31st March 2020
No
I) ASSETS
1) NON-CURRENT ASSETS
a) Investment 3 3,05,93,651 1,55,45,586
b) Financial assets
(i) Loans & Advances 4 15,74,51,701 12,73,88,216
b) Deffered Tax Asset (Net) 15,85,922 8,33,982
(A) 18,96,31,274 14,37,67,784
2) CURRENT ASSETS
a) Financial assets
(i) Trade Receivables 5 - 13,62,969
(ii) Loans & Advances 4 6,60,00,000 11,19,10,000
(iii) Cash & Cash Equivalents 6 52,06,756 14,50,766
a) Other Current Assets 7 4,22,051 15,68,489
(B) 7,16,28,807 11,62,92,224
TOTAL ASSETS (A)+(B) 26,12,60,081 26,00,60,008
II) EQUITY AND LIABILITIES
1) EQUITY
a) Equity Share Capital 8 8,38,89,250 8,38,89,250
b) Other Equity 9 17,28,51,723 17,49,91,868
TOTAL EQUITY (C) 25,67,40,973 25,88,81,118
LIABILITIES
2) CURRENT LIABILITIES
a) Financial Liabilities
(i) Trade Payables 10 37,01,899 5,26,290
(i) Other Current Financial Liability 11 - -
b) Other Current Liabilities 12 8,17,208 6,52,600
c) Short Term Provisions 13 - -
(D) 45,19,107 11,78,890
TOTAL EQUITY AND LIABILITIES (C)+(D) 26,12,60,081 26,00,60,008
- -
Significant accounting policies 2
----- End of picture text -----
The accompanying notes are an integral part of the financial statements. In terms of our report attached.
For Pradeepkumar Gupta Chartered Accountants
For and on behalf of the Board of Directors
SD/Pradeepkumar Gupta Proprietor Membership No. 048979 Dated 9th July, 2021, Mumbai
SD/SD/Atul Kumar Sultania Umesh Kanodia Director Managing Director [DIN No. - 00632710] [DIN No. - 00577231]
SD/-
Arvind Amol Burte CFO Dated 9th July, 2021, Mumbai
MAPRO INDUSTRIES LIMITED
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st March 2021
==> picture [440 x 416] intentionally omitted <==
----- Start of picture text -----
Note 31st March 2021 31st March 2020
Particulars
No
I) INCOME
- -
Revenue from operations
Other income 14 66,27,109 86,44,163
Total income (I) 66,27,109 86,44,163
II) EXPENSES
Employee benefits expenses 15 24,66,000 29,66,500
Finance costs 16 23,110 5,10,036
Other expenses 17 70,30,084 58,14,243
Total expenses (II) 95,19,194 92,90,779
III) Profit/(loss) before tax (I)-(II) (28,92,084.62) (6,46,616)
IV) Tax Expense
- -
(1) Current Tax
(2) Deferred Tax (7,51,940) (1,68,120)
- -
(3) Earlier Year Income Tax Adjustment
(7,51,940) (1,68,120)
V) Profit /(Loss) for the year (III)-(IV) (21,40,145) (4,78,496)
VI) Other Comprehensive Income
Other comprehensive income not to be reclassified to profit
or loss in subsequent periods
- -
Re-Measurement gains/(losses) on defined benefit plans
Income tax effect - -
- -
Other Comprehensive Income, net of tax
VII) Total Comprehensive Income for the year (V)+(VI) (21,40,145) (4,78,496)
Earnings per share:
(1) Basic -0.26 -0.06
(2) Diluted -0.26 -0.06
See accompanying notes forming part of the financial statements 2
----- End of picture text -----
The accompanying notes are an integral part of the financial statements. In terms of our report attached. For Pradeepkumar Gupta Chartered Accountants
For and on behalf of the Board of Directors
SD/Pradeepkumar Gupta Proprietor Membership No. 048979 Dated 9th July, 2021, Mumbai
SD/SD/Atul Kumar Sultania Umesh Kanodia Director Managing Director [DIN No. - 00632710] [DIN No. - 00577231] SD/Arvind Amol Burte CFO Dated 9th July, 2021, Mumbai
MAPRO INDUSTRIES LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31st March 2021
==> picture [464 x 201] intentionally omitted <==
----- Start of picture text -----
A) Equity Share Capital No. ()<br>Equity Shares of Rs.10 each issued, subscribed and fully paid<br>At 31st March, 2020 83,88,925 8,38,89,250<br>At 31st March, 2021 83,88,925 8,38,89,250<br>B) Other Equity ()
Reserves and Surplus Items of OCI
Remeasurement
Particulars Capital Capital Redemption Securities gains / (losses) on Total
Retained Earning
Reserve Reserve Premium Account defined benefit
plans
As at 1st April, 2018 85,50,832 6,00,000 19,08,03,938 (1,88,37,712) - 18,11,17,058
Profit for the year - - - (4,78,496) - -4,78,496
Other comprehensive income - - - - -
As at 31st March 2019 85,50,832 6,00,000 19,08,03,938 (1,93,16,207) - 18,06,38,562
Opening 85,50,832 6,00,000 19,08,03,938 (1,93,16,207) - 18,06,38,562
Profit / (Loss) for the year - - - (21,40,145) - (21,40,145)
Other comprehensive income - - - - -
As at 31st March 2021 85,50,832 6,00,000 19,08,03,938 (2,14,56,352) - 17,84,98,417
----- End of picture text -----
In terms of our report attached. For Pradeepkumar Gupta For and on behalf of the Board of Directors Chartered Accountants
SD/SD/SD/Atul Kumar Sultania Umesh Kanodia Pradeepkumar Gupta Director Managing Director Proprietor [DIN No. - 00632710] [DIN No. - 00577231] Membership No. 048979 Dated 9th July, 2021, Mumbai SD/Arvind Amol Burte CFO Dated 9th July, 2021, Mumbai
MAPRO INDUSTRIES LIMITED
Notes forming part of the financial statements
Note 3 : Investment
==> picture [342 x 150] intentionally omitted <==
----- Start of picture text -----
Particulars
31st March 2021 31st March 2020
Unquoted, fully paid up Equity Shares of :-
Mindtrack Ventures Pvt. Ltd. 30,32,872 30,32,872
- 5,000 Eq Shares (P.Y. 5,000) of FV Rs. 1/- each
Raga Tradecon Pvt. Ltd. 1,37,820 1,37,820
- 3,000 Eq Shares (P.Y. 3,000) of FV Rs. 10/- each
Shakti Share Shoppe Pvt Ltd 30,00,000 30,00,000
- 3,000 Eq Shares (P.Y. 3,000) of FV Rs. 10/- each
Bihari Ji Pressure Vessels Pvt Ltd
- 15,00,000 Eq Shares (P.Y. Nil) of FV Rs. 10/- each 1,50,00,000 0
Quoted, fully paid up Equity Shares of :- 94,22,959 93,74,894
3,05,93,651 1,55,45,586
----- End of picture text -----
Note 4 : Loans & Advances
| Particulars | 31st March 2021 | 31st March 2020 | ||
|---|---|---|---|---|
| Non Current | ||||
| (i) Loans | ||||
| Unsecured, considered good ( as per Schedule) | 15,73,21,526 | 12,72,58,041 | ||
| (ii) Advances to Related Parties | ||||
| Unsecured, considered good | ||||
| Mapro Gases Ltd. | 1,30,175 | 1,30,175 | ||
| Non | **Current Loans and Advances ** | 15,74,51,701 | 12,73,88,216 | |
| Current | ||||
| Advances - Unsecured - Considered good | ||||
| (i) Trade Advances | 6,60,00,000 | 11,18,00,000 | ||
| (ii) Other Advances | - | 1,10,000 | ||
| **Current Loans and Advances ** | 6,60,00,000 | 11,19,10,000 | ||
| 22,34,51,701 | 23,92,98,216 | |||
| Note 5 : Trade receivables | ||||
| Particulars | 31st March 2021 | 31st March 2020 | ||
| Unsecured, considered good | ||||
| Overdue for a period exceeding | six months | |||
| Other Trade Receivables | - | 13,62,969 | ||
| - | 13,62,969 | |||
| Note 6 : Cash and cash equivalents | ||||
| Particulars | 31st March 2021 | 31st March 2020 | ||
| (a) Cash on hand | 4,88,771 | 9,12,889 | ||
| (As certified by the management) | ||||
| (b) Balances with banks | ||||
| In current accounts | 47,17,985 | 5,37,877 | ||
| 52,06,756 | 14,50,766 | |||
| Note 7 : Other Current Asset | ||||
| Particulars | 31st March 2021 | 31st March 2020 | ||
| Balances with government | authorities | |||
| - Income Tax Payments | 4,22,051 | 15,68,489 | ||
| 4,22,051 | 15,68,489 |
MAPRO INDUSTRIES LIMITED
Notes forming part of the financial statements
Note 8 : Equity Share Capital
==> picture [507 x 127] intentionally omitted <==
----- Start of picture text -----
31st March 2021 31st March 2020
Particulars Number of Number of
shares shares
Authorized share capital
Equity shares of Rs. 10/- each with voting rights 87,50,000 8,75,00,000 87,50,000 8,75,00,000
Preference shares of Rs. 100/- each with voting rights 25,000 25,00,000 25,000 25,00,000
87,75,000 9,00,00,000 87,75,000 9,00,00,000
Issued, subscribed and fully paid-up
Equity shares of Rs. 10/- each with voting rights 8,38,89,250 8,38,89,250 83,88,925 8,38,89,250
8,38,89,250 8,38,89,250 83,88,925 8,38,89,250
----- End of picture text -----
There is no change in the number of shares in current year and corresponding previous year.
a) Terms/ rights attached to equity shares
The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the company, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.
b) Details of shareholders holding more than 5% shares in the Company
Equity shares of Rs.10 each fully paid Sandeep Gupta Nitin Kumar Didwania Name of the shareholder |
Number of shares % holding in the class Number of shares % holding in the class 21,85,430 26.05 21,85,430 26.05 5,79,000 6.90 5,79,000 6.90 31st March 2020 31st March 2021 |
|---|---|
As per records of the Company, including its register of shareholders/members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.
MAPRO INDUSTRIES LIMITED
Notes forming part of the financial statements
Note 9 : Other Equity
Particulars (a) Capital Reserve Account (b) Capital Redemption Reserve (c) Securities Premium Account (d) Retained Earnings Opening Balance Add/(Less) : Profit/(Loss) for the year Closing Balance (e) OCI Reserve Opening balance Other Comprehensive Income for the year Closing Balance Note 10 : Trade payables Particulars Total outstanding dues of micro enterprises and small enterprises Total outstanding dues of creditors other than micro enterprises and small enterprises Note 11 : Other Current Financial Liabilities Particulars Unsecured, conisdered good Advances From Bodies Corporates From Others Note 12 : Other Current Liabilities Particulars Unclaimed Refund of Share Applicantion not yet repaid Statutory Remittances Salary Payable Sundry Expenses Payable Note 13 : Provisions Particulars Current Provision for Income Tax |
31st March 2021 31st March 2020 85,50,832 85,50,832 85,50,832 85,50,832 6,00,000 6,00,000 6,00,000 6,00,000 19,08,03,938 19,08,03,938 19,08,03,938 19,08,03,938 (2,49,62,902) (2,44,84,406) (21,40,145) (4,78,496) (2,71,03,046) (2,49,62,902) - - - - - - 17,28,51,723 17,49,91,868 31st March 2021 31st March 2021 **<br>**- - 37,01,899 5,26,290 37,01,899 5,26,290 31st March 2021 31st March 2021 **<br>**- - - - - - 31st March 2021 31st March 2021 2,250 2,250 23,000 75,350 0 5,75,000 7,91,958 0 8,17,208 6,52,600 31st March 2021 31st March 2020 - - - - |
|---|---|
MAPRO INDUSTRIES LIMITED
Notes forming part of the financial statements
Note 14 : Other income
==> picture [399 x 585] intentionally omitted <==
----- Start of picture text -----
31st March 2021 31st March 2020
Particulars
Rs Rs
Interest on Loans 65,62,628 86,44,163
Interest on Income Tax Refund 64,481 0
66,27,109 86,44,163
Note 15 : Employee benefits expense
31st March 2021 31st March 2020
Particulars
Rs Rs
Salaries & Wages 18,66,000 23,66,500
Director's Remuneration 6,00,000 6,00,000
24,66,000 29,66,500
Note 16 : Finance costs
31st March 2021 31st March 2020
Particulars
Rs Rs
Interest on Delayed Payment of Statutory Dues 23,110 31,540
Interest on Delayed Payment to Others - 4,78,496
23,110 5,10,036
Note 17 : Other Expenses
31st March 2021 31st March 2020
Particulars
Rs Rs
Loss(Profit) on sale of shares (11,63,426) 18,77,017
Loss on Derivatives 61,59,988 14,87,750
Rent & Maintenance 1,80,000 1,80,000
Repairs and Maintenance - Others 78,832 38,477
Telehone & Communication 23,300 30,000
Electricity Expenses 24,700 26,850
Listing Fees 3,54,000 3,54,000
Depository Charges 1,00,501 50,003
Share Transfer Expenses 97,940 66,080
Bank Charges - -
Filing Fees 2,400 10,100
Travelling & Conveyance 95,959 1,40,482
Printing & Stationery 1,47,116 98,592
General Expenses 6,37,059 6,37,685
Accounting Charges 1,00,000 1,00,000
Donation - -
Legal and Professional fees - 5,22,000
Payments to auditors -
- As Statutory Audit Fees 1,00,000 1,00,000
- For Limited Review 20,000 47,200
Advertisement & Publicity 71,714 48,007
70,30,084 58,14,243
----- End of picture text -----
MAPRO INDUSTRIES LTD. Notes forming part of the Financial Statements
1. Corporate information
Mapro Industries Limited (“the Company”) is a public Company domiciled in India and is incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay Stock Exchange (BSE) in India but the said company is suspended from Bombay Stock Exchange in India with effect from 27[th] August, 2015. The Company is primarily engaged in the business of execution of civil construction contracts through sub-contracting. But from this year the company has generated its revenue from share trading and investment activity, which is not in relation to the main object of the company, without passing special resolution in the general meeting. Since the company has started dealing in shares and securities and speculation business it is required to take the NBFC license as per the RBI regulations for which company has not complied with the same.
We observed that company has given loans and advances during the audit period for which company has not obtained the board resolution for the same, hence not complied with the Companies Act, 2013.
2. Basis of preparation
2.1 Statement of compliance / Basis of preparation of financial statements
The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013(‘Act’) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards)Amendment Rules, 2016. For all period upto and including the year ended 31st March 2017, the Company prepared its financial statements in accordance with the requirements of Indian GAAP, i.e. comply with Accounting Standards specified under Section133 of the Companies Act, 2013, read with applicable rules and the relevant provisions of the Companies Act, 2013.The financial statements for the year ended 31st March 2018 was the Company’s first financial statements under Ind AS and the same are prepared in accordance with Ind AS 101 on ‘First-time adoption of Indian Accounting Standards’. These financial statements for the year ended 31st March 2021 are prepared in accordance with Ind AS. The company has advanced loan to other companies which is not in the ordinary course of business.
2.2 Basis of Measurement
The financial Statements have been prepared on historical cost basis, except for the following: Financial assets and liabilities that is measured at Fair value/Amortised cost.
2.3 Functional and Presentation Currency
These financial statements are presented in Indian Rupees (INR), which is also the Company’s functional currency. All amounts have been rounded off to the nearest Rupees, unless otherwise indicated.
MAPRO INDUSTRIES LTD. Notes forming part of the Financial Statements
2.4 Use of Estimates and Judgements
The Preparation of Financial Statements require judgements, estimates and assumptions to be made that affect the reported amount of assets and liabilities including contingent liabilities on the date of the Financial Statements and the reported amount of revenues and expenses during the reporting period. Difference between actual results and estimates are recognised in the period prospectively in which the results are known/ materialised.
2.5 Taxation
Current Tax
Provision for current tax is recognised in accordance with the provisions of the Income tax Act, 1961 and is made annually based on the tax liability after taking credit for tax allowances and exemptions.
Deferred Tax
Deferred tax liability or asset is recognised for timing differences between the profits or losses offered for income taxes and profits / losses as per the financial statements. Deferred tax assets and liabilities and the corresponding deferred tax credit or charge are measured using the tax rates and tax laws that have been enacted or substantively enacted as at the balance sheet date.
Deferred tax asset is recognised only to the extent there is reasonable certainty that the asset can be realized in future; however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax asset is recognised only if there is a virtual certainty of realization of such asset. Deferred tax asset is reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably / virtually certain to be realized.
2.6 Earnings per share (EPS)
Basic EPS is computed by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted EPS is computed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the year except where the results would be anti-dilutive.
2.7 Provisions and Contingencies
Provisions are recognised when the Company has a present obligation as a result of past event, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount can be reasonably estimated.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.
Loss contingencies arising from claims, litigation, assessment, fines, penalties, etc. are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.
MAPRO INDUSTRIES LTD. Notes forming part of the Financial Statements
2.8 Property, Plant and Equipment
Fixed assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.
2.9 Depreciation
Depreciation on Fixed Assets is provided on straight line method in accordance with Section 123 of the Companies Act, 2013, at the rates specified in Schedule II to the Companies Act, 2013.
2.10 Inventories
Items of Inventories are valued at cost or net realizable value whichever is lower; after providing for obsolescence, if any. Cost of inventories comprises of cost of purchase, cost of conversion and other costs incurred in bringing them to their respective present condition.
2.11 Revenue Recognition
The Company follows mercantile system of accounting. Revenue is recognized only when it can be reliably measured and it is reasonable to expect ultimate collection. Interest income is recognized on time proportion basis taking into account the amount outstanding and rate applicable. Revenues & expenditures are recognized on accrual basis; except in case of payment of bonus and gratuity, where it is accounted on actual payment basis.
2.12 Deemed cost for Property, Plant and Equipment, Investment Property, and Intangible Asset
The Company has elected to continue to value the Land at the historical cost as of the transition date in accordance with Ind AS 16.
2.10 Investments
The Company has elected to measure the Investments at Fair Value through Profit & Loss.
2.11 Critical Accounting Judgments and key sources of Estimation Uncertainty
The preparation of the Company’s financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies, reported amounts of assets, liabilities, income and expenses, and accompanying disclosures, and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
MAPRO INDUSTRIES LTD. Notes forming part of the Financial Statements
3 Related Party Transactions
3.1 List of Related Party and their relationship
==> picture [448 x 163] intentionally omitted <==
----- Start of picture text -----
Description of relationship Names of related parties
Enterprises under common control Nil
Joint Ventures & Associates Mapro Gases Ltd.
Mapro Ventures Ltd.
Key Management Personnel (KMP) Umesh Kumar Kanodia
Atul Kumar Sultania
Sarita Kumari Gupta
Santosh Lama
Sambhu Kumar Agarwal
Relatives of KMP Nil
Company in which KMP / Relatives of Nil
KMP can exercise significant influence
----- End of picture text -----
Related parties have been identified by the management.
3.2 Details of Related Party Transactions
| **Amount (`) ** | |||
|---|---|---|---|
| Particulars of Related Party | Nature of Transactions | For the Year Ended 31st March, 2020 |
For the Year Ended 31st March, 2019 |
| Directors - Umesh Kumar Kanodia |
Director's Remuneration | 600,000 | 600,000 |
3.3 Balances receivables/(payable) as at the end of the year
| Particulars of Related Party | As at 31st March, 2021 |
As at 31st March, 2020 |
|---|---|---|
| Receivable - Associates - Umesh Kumar Kanodia Payable |
NIL Nil Nil |
NIL Nil Nil |
Terms and Conditions of transactions with Related Parties
The transactions with Related Party are made in the normal course of business and on terms equivalent to those that prevail in arm's length transactions. Outstanding Balances at the year end are unsecured and settlement occures in cash for the year ended 31st March, 2021, the Company has recorded the receivable relating to amount due from Related Parties net of impairment. This assessment is undertaken each Financial Year through examining the Financial position of the Related Parties and the market in which the Related Party operates.
MAPRO INDUSTRIES LTD.
Notes forming part of the Financial Statements
4 Earnings Per Share
| **Amount (`) ** | ||
|---|---|---|
| Particulars | As at 31st March 2021 |
As at 31st March 2020 |
| Profit/(Loss) for the year | (28,92,085) | (646,616) |
| Weighted average number of Equity shares Earning per share basis- and diluted (Rs) |
8,388,925 (0.26) |
8,388,925 (0.06) |
| (Face Value of Rs10/-per share) |
5 Auditors’ Remuneration
==> picture [399 x 96] intentionally omitted <==
----- Start of picture text -----
Particulars 31 March 2021 31 March 2020
Audit Fees * 100,000 100,000
- -
Other Consultancy
Total 100,000 100,000
Excluding GST/Service Tax
----- End of picture text -----
6 Dues to micro and small enterprises
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the auditors.
7 Segment Reporting
At present the company has only one activity hence segment reporting is not applicable.
- 8 Trade Receivable/Trade Payable/Loans and Advances
Trade Payable, Trade Receivable, Loans, Advances, deposit, other current liabilities and other current assets are subject to confirmation, reconciliation and consequent adjustment as to its recoverability and payment obligation, effect thereof shall be recognised in the year of such confirmation /reconciliation.
9 Disclosures pursuant to the Accounting Standard-15 Employee benefit
Employee Benefit of short term nature is recognised as expenses as and when accrued. Employee benefits include provident fund, superannuation fund, gratuity fund, compensated absences, long service awards and post-employment medical benefits.
- 10 No commission has been paid to the directors and only the remuneration by way of salary has been paid to the directors. But the company has not passed the board resolution for the same as per section 196, 197 and Schedule V of the Companies Act, 2013, the details for which is as under:
MAPRO INDUSTRIES LTD. Notes forming part of the Financial Statements
| Particulars | F.Y.2020-21 | F.Y.2019-20 |
|---|---|---|
| Salary to Director : Umesh Kumar Kanodia |
600,000 | 600,000 |
| Total | 600,000 | 600,000 |
-
11 In the opinion of directors provisions for all known liabilities have been made in the accounts.
-
12 Previous Year Comparatives
Previous year’s figures have been regrouped where necessary to conform to this year’s classification.
(This space has purposefully left blank)
MAPRO INDUSTRIES LTD. Notes forming part of the Financial Statements
ADDITIONAL NOTES TO FINANCIAL STATEMENTS
Note 13: Contingent Liabilities and Commitments to the extent not provided for
| **Amount (`) ** | ||
|---|---|---|
| As at 31st March, 2021 |
As at 31st March, 2020 |
|
| (a) Contingent Liabilities Estimated amount of contracts remaining to be executed on Capital accounts and not provided for (b) Commitments (c) Estimated Liability in respect of appeal by DGCEI before CEGAT |
Nil Nil Nil |
Nil Nil Nil |
Note 14: Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
==> picture [484 x 207] intentionally omitted <==
----- Start of picture text -----
As at 31 As at 31
Particulars March, 2021 March, 2020
(i) Principal amount remaining unpaid to any supplier as at the end of the
Nil Nil
accounting year
(ii) Interest due thereon remaining unpaid to any supplier as at the end of
Nil Nil
the accounting year
(iii) The amount of interest paid along with the amounts of the payment
Nil Nil
made to the supplier beyond the appointed day
(iv) The amount of interest due and payable for the year Nil Nil
(v) The amount of interest accrued and remaining unpaid at the end of the
Nil Nil
accounting year
(vi) The amount of further interest due and payable even in the succeeding
Nil Nil
year, until such date when the interest dues as above are actually paid
----- End of picture text -----
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the auditors.
Note 15: Disclosure under Rule 16A of the Companies (Acceptance of Deposits) Rules, 2014
| Particulars | For the year ended 31st March, 2021 |
For the year ended 31st March, 2020 |
|---|---|---|
| Moneyreceived from(No.)directors duringtheyear | Nil | Nil |
| Balance outstandingat the end of theyear | Nil | Nil |
MAPRO INDUSTRIES LTD. Notes forming part of the Financial Statements
Note 16: Disclosure for contributions made to any political party as required by section 182(3) of the Companies Act, 2013
| Companies Act, 2013 | ||
|---|---|---|
| **Amount (`) ** | ||
| Name of the Political Party | For the Year Ended 31st March, 2021 |
For the Year Ended 31st March, 2020 |
| Nil | Nil |
Note 17: Disclosure for contribution to national defence fund or any other fund approved by the Central Government for the purpose of national defence, as required by section 183 of the Companies Act, 2013
| **Amount (`) ** | ||
|---|---|---|
| Name of the Fund | For the Year Ended 31st March, 2021 |
For the Year Ended 31st March, 2020 |
| Nil | Nil |
Note 18: Disclosure of Asset cover by listed entities as required by Regulation 54(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The company has not issued any secured listed non-convertible debt securities during the year.
Note 19: Disclosure required in terms of Clause 13.5A of Chapter XIII on Guidelines for preferential issues, SEBI (Disclosure and Investor Protection) Guidelines, 2000 for preferential issue proceeds
| **Amount (`) ** | ||
|---|---|---|
| Particulars | 31-Mar-2021 | 31-Mar-2020 |
**|** |
||
| Nil | Nil |
Note 20: Disclosures required under Guidance Note on Accounting for Derivative Contracts issued by the ICAI
The company is dealing in Derivatives for speculative purposes only. There are no unexpired contracts as at 31-Mar-2021.
Note 21: Earning and Expenditure in Foreign Currency
| **Amount (`) ** | ||
|---|---|---|
| Particulars | For the year ended 31 March, 2021 |
For the year ended 31 March, 2020 |
**|** |
||
| Expenditure in foreign currency | Nil | Nil |
| Earnings in foreign exchange | Nil | Nil |
MAPRO INDUSTRIES LTD. Notes forming part of the Financial Statements
Note 22: Financial instruments
This section gives an overview of the significance of financial instruments for the Company and provides additional information on balance sheet items that contain financial instruments. The details of significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument.
Quoted prices in an active market (Level 1):
This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares, and mutual fund investments.
Valuation techniques with observable inputs (Level 2):
This level of hierarchy includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This level of hierarchy includes Company’s over-the-counter (OTC) derivative contracts.
Valuation techniques with significant unobservable inputs (Level 3):
This level of hierarchy includes financial assets and liabilities measured using inputs that are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part, using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
Note 23: Financial Risk Management, Objectives and Policies
A. Capital Management
Risk Management
The Company’s objectives when managing capital are to:-
-
safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and
-
maintain an optimal capital structure to reduce the cost of capital
In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell asssets to reduce debt. Consistent with others in the industry, the Company monitors capital on the basis of net debt to equity ratio and maturity profile of overall debt portfolio of the Company.
Net debt implies total borrowings of the Company as reduced by Cash and Cash Equivalent and Equity comprises all components attributable to the owners of the Company
B. Financial Risk Management
The Company’s activities expose it to market risk, liquidity risk and credit risk. In order to minimise any adverse effects on the financial performance of the Company, the company has risk management policies as described below :-
A. Credit risk
Credit risk refers to the risk of financial loss arising from default / failure by the counterparty to meet financial obligations as per the terms of contract. The Company is exposed to credit risk for
MAPRO INDUSTRIES LTD. Notes forming part of the Financial Statements
receivables, cash and cash equivalents and derivative financial instruments. None of the financial instruments of the Company result in material concentration of credit risks.
Customer credit risk is managed by the Company’s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored and reconciled. Based on historical trend, industry practice and the business environment in which the company operates, an impairment analysis is performed at each reporting date for trade receivables. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets
Credit Risk on cash and cash equivalent, deposits with the banks/financial institutions is generally low as the said deposits have been made with the banks/financial institutions who have been assigned high credit rating by international and domestic rating agencies. Credit Risk on Derivative Instruments are generally low as Company enters into the Derivative Contracts with the reputed Banks and Financial Institutions. Investments of surplus funds are made only with approved Financial Institutions/ Counterparty.
B. Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The Company’s treasury team is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s liquidity position through rolling forecasts on the basis of expected cash flows.
C. Price risk
i. Commodity Price Risk
Company is affected by the price volatility of certain services used in its operating activities. Due to significant volatility in the price of services, the Company has entered into a pass through arrangement with its customers for increase/decrease in prices of services.
Sensitivity
As the Company has a back to back pass through arrangements for volatility in service prices there is no impact on the profit and loss and equity of the Company.
ii. Other Price Risk
Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in equity instruments and bonds. The Company is exposed to price risk arising mainly from investments in equity instruments recognised at FVTOCI
Note 24: First time adoption of Ind AS
For all periods up to and including the year ended 31st March, 2017, the Company had prepared its financial statements in accordance with the accounting standards notified under Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (‘Previous GAAP’). This note explains the principal adjustments made by the Company in restating its financial statements prepared under Previous GAAP for the following:
MAPRO INDUSTRIES LTD. Notes forming part of the Financial Statements
-
a) Balance Sheet as at 1st April, 2016 (Transition date);
-
b) Balance Sheet as at 31st March, 2017;
-
c) Statement of Profit and Loss for the year ended 31st March, 2017; and
-
d) Statement of Cash flows for the year ended 31st March, 2017.
Exceptions and Exemptions Applied
IND AS 101 "First-time adoption of Indian Accounting Standards" (hereinafter referred to as Ind AS 101) allows first time adopters certain exemptions from the retrospective application of certain IND AS, effective for April 1, 2016 Opening balance sheet. In preparing these standalone financial statements, the Company has applied the below mentioned optional exemptions and mandatory exceptions.
A . Ind AS optional exemptions
Designation of previously recognised financial instruments
Para D19B of Ind AS 101 permits an entity to designate particular investments in equity instruments as at fair value through profit and loss account(FVTPL) based on facts and circumstances at the date of transition to Ind AS (rather at initial recognition). The Company has opted to avail this exemption to designate its Investments in Unquoted Equity Instruments as FVTPL on the date of transition.
B. Ind AS mandatory exemptions
a) Estimates
An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.
Ind AS estimates as at 1st April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:
-
i. Investment in equity instruments carried at FVTPL or FVOCI In the financial statements prepared under Previous GAAP, Investments of the Company were measured at cost . Under Ind AS, these investments have been classified as FVTPL on the date of transition. The fair value changes are recognised in the Statement of Profit and Loss.
-
ii. Impairment of financial assets based on expected credit loss model.
b) Classification and measurement of financial assets
Para B8 - B8C of Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measuremnt of financial assets accounted at amortized cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of the financial assets accounted at amortized cost has been done retrospectively.
MAPRO INDUSTRIES LTD. Notes forming part of the Financial Statements
c) De-recognition of financial assets and liabilities
As per para B2 of Ind AS 101, an entity should apply the derecognition requirements in Ind AS 109, "Financial Instruments", prospectively for transactions occurring on or after the date of transition to Ind AS. However, para B3 gives an option to the entity to apply the derecognition requirements from a date of its choice if the information required to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the initially accounting for those transctions. The company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.
Note 25: Information On Related Party Transactions As Required By Ind AS-24 - ‘Related Party Disclosures’ For The Year Ended 31st March, 2021.
31.a: Related Parties
==> picture [487 x 163] intentionally omitted <==
----- Start of picture text -----
Description of relationship Names of related parties
Enterprises under common control Nil
Joint Ventures & Associates Mapro Gases Ltd.
Mapro Ventures Ltd.
Key Management Personnel (KMP) Umesh Kumar Kanodia
Atul Kumar Sultania
Sarita Kumari Gupta
Santosh Lama
Sambhu Kumar Agarwal
Relatives of KMP Nil
Company in which KMP / Relatives of KMP can Nil
exercise significant influence
----- End of picture text -----
Related parties have been identified by the management.
.31.b: Related Party Transactions
| .31.b: Related Party Transactions | |||
|---|---|---|---|
| **Amount (`) ** | |||
| Particulars of Related Party | Nature of Transactions | For the Year Ended 31st March, 2021 |
For the Year Ended 31st March, 2020 |
| Directors - Umesh Kumar Kanodia |
Director's Remuneration | 600,000 | 600,000 |
31.c: Balances receivables/(payable) as at the end of the year
| 31.c: Balances receivables/(payable) as at the end of the year | ||
|---|---|---|
| Particulars of Related Party | As at 31st March, 2021 |
As at 31st March, 2020 |
| Receivable - Associates - Umesh Kumar Kanodia Payable |
130,175 Nil Nil |
130,175 Nil Nil |
Terms and Conditions of transactions with Related Parties
MAPRO INDUSTRIES LTD.
Notes forming part of the Financial Statements
The transactions with Related Party are made in the normal course of business and on terms equivalent to those that prevail in arm's length transactions. Outstanding Balances at the year end are unsecured and settlement occures in cash for the year ended 31st March, 2021, the Company has recorded the receivable relating to amount due from Related Parties net of impairment. This assessment is undertaken each Financial Year through examining the Financial position of the Related Parties and the market in which the Related Party operates.
Note 26: Figures for the previous year
Previous Year's Figures have been rearranged / regrouped wherever necessary to conform to current year's Presentation.
The accompanying notes are an integral part of the financial statements.
In terms of our report attached. For and on behalf of the Board of Directors For Pradeepkumar Gupta Sd/Chartered Accountants Atul Kumar Sultania SD/- Director Pradeepkumar Gupta [DIN No. - 00632710] Proprietor Sd/- Membership No. 048979 Umesh Kanodia Managing Director [DIN No. - 00577231] Place : Mumbai Sd/- Date : 9th July, 2021 Arvind Amol Burte CFO
MAPRO INDUSTRIES LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2020
==> picture [456 x 379] intentionally omitted <==
----- Start of picture text -----
Particulars For the year ended For the year ended
31-Mar-21 31-Mar-20
A. Cash flow from operating activities
Net Profit / (Loss) before extraordinary items and tax (6,46,616) (6,46,616)
Adjustments for:
- -
Depreciation and amortisation
Finance Cost 5,10,036 5,10,036
Interest - 5,10,036 - 5,10,036
Operating profit / (loss) before working capital changes (1,36,580) (1,36,580)
Changes in working capital:
Adjustments for (increase) / decrease in operating assets:
Trade receivables (3,04,385) (3,04,385)
Long-term loans and advances (3,91,89,062) (3,91,89,062)
Short-term loans and advances 5,27,84,341 1,32,90,894 5,27,84,341 1,32,90,894
Adjustments for increase / (decrease) in operating liabilities:
Trade payables (38,47,466) (38,47,466)
Other current liabilities 6,13,781 6,13,781
Short-term provisions - (32,33,685) - (32,33,685)
Cash generated from operations 99,20,630 99,20,630
Net income tax (paid) / refunds (8,45,668) (8,45,668)
Net cash flow from / (used in) operating activities (A) 90,74,962 90,74,962
B. Cash flow from investing activities
- -
Capital expenditure on tangible fixed assets, incl.capital advances
- -
Capital expenditure on intangible fixed assets, incl.capital advances
Purchase of long-term investments
- Others (93,74,894) (93,74,894)
Loans Given - -
Interest received - -
Net cash flow from / (used in) investing activities (B) (93,74,894) (93,74,894)
C. Cash flow from financing activities
- -
Proceeds from issue of Equity Shares (Incl. Premium)
Finance cost (5,10,036) (5,10,036)
Repayment of Short Term Borrowings - -
Net cash flow from / (used in) financing activities (C) (5,10,036) (5,10,036)
Net increase / (decrease) in Cash and cash equivalents (A+B+C) (8,09,968) (8,09,968)
Cash and cash equivalents at the beginning of the year 22,60,734 22,60,734
Cash and cash equivalents at the end of the year 14,50,766 14,50,766
----- End of picture text -----
In terms of our report attached. For Pradeepkumar Gupta Chartered Accountants
For and on behalf of the Board of Directors
SD/-
Pradeepkumar Gupta Proprietor Membership No. 048979 Dated 9th July, 2021, Mumbai
SD/SD/Atul Kumar Sultania Umesh Kanodia Director Managing Director [DIN No. - 00632710] [DIN No. - 00577231]
SD/-
Arvind Amol Burte CFO Dated 9th July, 2021, Mumbai
MAPRO INDUSTRIES LIMITED CIN: L70101MH1973PLC020670
Registered Office: 505, Corporate Corner, 5[th] Floor, Sunder Nagar, Malad (W), Mumbai – 400 064
Tel No: 91-22-28725764; Email Id: [email protected] ; website: www.maproindustries.com
ATTENDANCE SLIP
(Please fill the attendance slip and hand it over at the entrance of the meeting hall)
Regd. Folio No.**……………………………………………………………………………………….. DP ID…………………………………..................................... No. of Shares held …………………………………………………………………………………….. Client ID ……………………………………………………………….. Name(s) and address of the shareholder in full …………………………………………………............................................................................
……………………………………………………………………………………………………………………… I/we hereby record my/our presence at the 49th Annual General meeting of the Company being held on Thursday, September 30, 2021 at 11.30 a.m at the registered office of the Company at 505, Corporate Corner, 5[th] Floor, Sunder Nagar, Malad (W), Mumbai – 400 064
Please in: MEMBER /PROXY
____ Signature of Shareholder /Proxy
**Applicable for investor holding shares in physical form
--------------------------------------------------------------------------- TEAR HERE--------------------------------------------------------------------
MAPRO INDUSTRIES LIMITED
CIN: L70101MH1973PLC020670
Registered Office: 505 Corporate Corner, Sunder Nagar, Malad, Mumbai – 400064
Tel No: 91-22-28725764; Email Id: [email protected] ; website: www.maproindustries.com
Form MGT-11
Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
Name of the Shareholder (s) …………………………………………………………………………………………………………….
Registered Address………………………………………………………………………………………………………………………
Email Id…………………………………………………………………………………………………………………………………………………………………………………………… Folio No. /Client Id……………………………………………………………………….DP ID……………………………….……………………………………………………….. I/We, being the member (s) of …………. shares of the above named company, hereby appoint
-
Name: ………………………...........................................................................................E-mail Id: ............................................... Address: .................................................................................................................... ..........................................................................................................……………………….Signature:................ or failing him
-
Name: ………………………...........................................................................................E-mail Id: ............................................... Address: .................................................................................................................... ..........................................................................................................……………………….Signature:.............. or failing him
-
Name: ………………………...........................................................................................E-mail Id: ............................................... Address: .................................................................................................................... ..........................................................................................................……………………….Signature:.................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 49[th] Annual General meeting of the members of the company, to be held on Thursday, September 30, 2021 at 11.30 a.m at the registered office of the Company at 505, Corporate Corner, Sunder Nagar, Malad, Mumbai – 400064 and at any adjournment thereof in respect of such resolutions as are indicated below:
-
To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2021, together with the reports of Board of Directors and the Auditors thereon.
-
To appoint a Director in place of Mr. Atul Kumar Sultania (DIN: 00632710), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment.
-
To appoint Auditors and fix their remuneration.
Signed this…… day of……………… 2021
Signature of shareholder …………………………………………
Affix Revenue Stamp
Signature of Proxy holder(s)……………………………………..
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
MAPRO INDUSTRIES LIMITED
NOTES
........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ........................................................................................................................................................................................... ...........................................................................................................................................................................................
BOOK-POST
If undelivered, please return to:
Mapro Industries Limited
505, Corporate Corner, Sunder Nagar, Malad (W), Mumbai 400 064