The Members of
MACRO INTERNATIONAL LIMITED
Your Directors have pleasure in presenting herewith the Twenty Fourth Annual Reportalong with Audited Financial Statement of the Company for the year ended 31st March 2017.
The summarized financial position of the Company for the Financial Year ended 31stMarch 2017 as compared to previous year is as under :
| ||Amount |
| ||(Rs. in Lacs) |
|PARTICULARS ||2016-2017 ||2015-2016 |
|Total Income ||30.51 ||30.86 |
|Profit / (Loss) before Interest and Depreciation ||2.54 ||2.90 |
|Less: Finance Cost ||-- ||-- |
|Less: Depreciation ||1.47 ||1.02 |
|Profit/ (Loss) before Exceptional and Extraordinary items and Tax ||1.07 ||1.88 |
|Tax Expenses || || |
|(a) Current Tax ||0.48 ||1.18 |
|(b) Deferred ||0.07 ||0.12 |
|Tax || || |
|Profit after Tax ||0.52 ||0.82 |
|Add: Balance Brought Forward from the Previous Year ||109.98 ||109.16 |
|Surplus/ (Deficit) carried to Balance Sheet ||110.50 ||109.98 |
With a view to conserve resources for general corporate purposes and working capitalrequirements your Directors considered it prudent not to recommend any Dividend for theyear under review.
During the year under review Total Income of the Company marginally declined from Rs.30.86 Lacs to Rs. 30.51 Lacs. The Net Profit for the current year stood at Rs. 0.52 Lacsas against Rs. 0.82 Lacs in the previous year.
In accordance with the provisions of the Companies Act 2013 read with Articles ofAssociation of the Company Smt. Parwati Parasrampuria Director [DIN: 00359065] of theCompany retires by rotation at the ensuing Annual General Meeting and is eligible forreappointment.
There has been no changes in the Board of Directors of the Company during the yearunder review.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company had received the Declarations under Section 149(7) of the Companies Act2013 from all the Independent Directors of the Company that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
SUBSIDIARY COMPANY / ASSOCIATE / JOINT VENTURE COMPANY
During the year under review the Company does not have any Subsidiaries Joint Ventureor Associate Companies.
The term of the present Auditors of the Company M/s. Chaudhary Pandiya & Co.Chartered Accountants (ICAI Registration No.70747) expires at the conclusion of theensuing Annual General Meeting. The Board of Directors of the Company have on the basis ofrecommendation of the Audit Committee at its meeting held on 14th August 2017 proposedthe appointment of M/s. Om P. Agarwal & Associates Chartered Accountants (FirmRegistration No 006948C) as the Statutory Auditors of the Company for a period of fiveyears to hold office from the conclusion of this Annual General Meeting till theconclusion of the Twenty Ninth Annual General Meeting of the Company. M/s. Om P. Agarwal& Associates have confirmed the eligibility and willingness to accept the appointment
The observations made by the Auditors in their Report read with notes to the Accountsare self explanatory and do not call for any further explanation.
The Board has appointed M/s. MKGP & Associates Practising Company Secretaries toconduct Secretarial Audit for the Financial year 2016-17. The Secretarial Audit Report forthe Financial Year ended 31st March 2017 is annexed herewith as Annexure-'A' to thisReport. As regards observation in Secretarial Audit Report relating to appointment ofCompany secretary and Chief Financial Officer it may be stated that in view of thesuspension of normal business operations the Company could not afford to employ a Wholetime Company Secretary and Chief Financial Officer. However it will make necessaryappointment of Company Secretary and Chief Financial Officer as and when operations andfinancial condition of the Company improves in future. As regards filing of Form ADT 1the Company is in the process of making necessary compliance.
MEETINGS OF THE BOARD
The Board of Directors duly met 4 (Four) times respectively on 30th May 2016 11thAugust 2016 12th November 2016 and 8th February 2017 during the financial year. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the Non-Executive Directors and Executive Directors. On the basis ofrecommendations of the Policy for Performance Evaluation of Independent Directors BoardCommittees and other individual Directors a process of evaluation was followed by theBoard for its own performance and that of its Committees and individual Directors.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and Administration) Rules 2014 in prescribed Form MGT-9 isannexed herewith as Annexure 'B' to this report.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred from the end of the Financial year 2016-17 till the date of this Report. Furtherthere was no change in the nature of business of the Company.
No significant or material order has been passed by the Regulator or Courts orTribunals during the financial year.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the Financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. The details of material contracts / arrangements / transactions at arm's lengthbasis for the year ended 31st March 2017 is annexed hereto and form part of this Reportas Annexure 'C'.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013form part of the notes to the Financial Statement provided in this Annual Report.
As the Company did not pursue its main business activities during the year no RiskManagement Policy was put in place by the Board.
The Audit Committee comprises of Independent Directors namely Shri Gautam Lhila(Chairman) Shri Manoj Kumar Poddar and Shri Sudhir Kumar Parasrampuria as other Members.All the recommendations made by the Audit Committee were accepted by the Board.
The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy interms of the Listing Agreement with the Stock Exchange. It aims to provide an avenue foremployees through this policy to raise their concerns on any violation of legal orregulatory requirements suspicious fraud misfeasance misrepresentation of any FinancialStatements and Reports.
Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board members. Thedetails of this policy are enclosed herewith as Annexure-'D'.
A. PARTICULARS OF EMPLOYEES
As there were no significant operations in the Company none of the employees of theCompany was in receipt of remuneration in excess of the limits prescribed sub-Rule (2) ofRule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the details are not required to be furnished. In view of the above information as persub-section (12) of Section 197 of the Companies Act 2013 read with sub-rule (2) of Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014being indeterminate as such not furnished.
B. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
As the Company is not engaged in any manufacturing activity the details relating toConservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo as perSection 134 (3) (m) of the Companies Act 2013 being inapplicable hence not provided.There have been no earnings and expenditure in foreign currency during the year underreview.
C. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 the Directors of the Companystate in respect of the year ended 31st March 2017 that :-
a) in the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures.
b) they have selected such Accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the State of Affairs of the Company at the end of the Financial year and of the Profitof the Company for that period.
c) they have taken proper and sufficient care for the maintenance of adequateAccounting Records in accordance with the provisions of the Act for safeguardingthe Assetsof the Company and for preventing and detecting fraud and other irregularities.
d) they have prepared Annual Accounts on a going concern basis.
e) they have laid down internal financial controls to be followed by the Company andthat such internal controls are adequate and are operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Company has neither accepted nor renewed any deposits during the year under review.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference toFinancial Statement. During the year such controls were tested and no reportable materialweaknesses in the design or operation were observed.
The Directors wish to place on record their sincere appreciation of the co-operationreceived by the Company from the Company's Bankers and other Authorities. The Directorsare also thankful to the Shareholders for abiding faith in the Company. Deep appreciationis also acknowledged for the support and hard work put in by the employees of theCompany..
| ||For and on behalf of the Board |
|Place: Kanpur ||(SUDHIR KUMAR PARASRAMPURIA) |
|Date: 14.08.2017 ||Chairman & Managing Director |
| ||DIN: 00358982 |