The Members of
MACRO INTERNATIONAL LIMITED
Your Directors have pleasure in presenting herewith the Twenty Second Annual Reportalong with Audited Financial Statement of the Company for the year ended 31st March 2015.
The summarized financial position of the Company for the Financial Year ended 31stMarch 2015 as compared to previous year is as under:
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(Rs. in Lacs)
|PARTICULARS ||2014-2015 ||2013-2014 |
|Total Income ||33.13 ||34.02 |
|Profit / (Loss) before Interest and Depreciation ||6.12 ||12.67 |
|Less: Finance Cost || || |
|Less: Depreciation ||1.09 ||0.92 |
|Profit/ (Loss) before Exceptional and Extraordinary items and Tax ||5.03 ||11.75 |
|Less: Current Tax ||1.90 ||2.65 |
|Add: Deferred Tax ||15.30 ||0.07 |
|Profit after Tax ||18.43 ||9.17 |
|Add: Balance Brought Forward from the Previous Year ||90.73 ||81.56 |
|Surplus/ (Deficit) carried to Balance Sheet ||109.16 ||90.73 |
With a view to conserve resources for general corporate purposes and working capitalrequirements your Director's 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.34.02 Lakhs to Rs. 33.13 Lakhs. Net Profit for the year stood at Rs. 18.43 Lacs as againstRs. 9.17 Lakhs in the Previous Year. Your Directors are making all efforts to improveperformance of the Company.
In accordance with the provisions of the Companies Act 2013 read with Articlesof Association of the Company Smt. Parwati Parasrampuria Director of the Company retiresby rotation at the ensuing Annual General Meeting and is eligible for reappointment.
During the year under review Shri Shiv Saran Agarwal resigned from the positionof Independent Directorship with effect from 31st December 2014. The Board places onrecord its deep appreciation for the valuable contribution made by him during his tenureas Independent Director of the Company.
The Board has appointed Shri Gautam Lhila as an Independent Director to fill thevacancy caused by the resignation of Shri Shiv Saran Agarwal subject to the approval ofthe Shareholders at the ensuing Annual General Meeting.
SUBSIDIARY COMPANY/ASSOCIATE/JOINTVENTURE COMPANY
The Company has no Subsidiary Associate or Joint Venture Company during the yearunder review.
It is proposed to appoint M/s. Chaudhary Pandiya & Co. Statutory Auditors of theCompany who hold office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment. They have confirmed their eligibility that theirre-appointment if made would be within the prescribed limits under the Act and that theyare not disqualified for reappointment.
The observations of Auditors in their Report read with notes to the accounts are self-explanatory and do not call for any further clarification or explanation.
The Board has appointed M/s. Mahendra Khandelwal & Co. Practising CompanySecretaries to conduct Secretarial Audit for the Financial year 2014-15. The SecretarialAudit
Report for the Financial Year ended 31st March 2015 is annexed herewith asAnnexure-Atothis Report. As regards observation in Secretarial Audit Report with respect to filing ofForm MGT 14 for registration of resolutions for approval of Annual Accounts and QuarterlyResultsthe same has been completed. Further in view of the suspension of normal businessoperations the Company could not afford to employ a whole time Company Secretary andChief Financial Officer .However if the operations and financial conditions improve infuture it will make necessary appointment of Company Secretary and Chief FinancialOfficer.
MEETINGS OF THE BOARD
The Board of Directors duly met 6 (Six) times respectively on 13th May 2014 26th May2014 13th August 201414th November 2014 31st December 2014 and 14th February 2015during the financial year. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 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 2014-15 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. Such transactions form part of the notes to the Financial Statements provided inthis Annual Report.
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 Statements 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 Poddarand Smt. Parwati Parasrampuria as other Members. Allthe 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-C.
A. PARTICULARS OF EMPLOYEES
As there are no commercial operations in the Company none of the employees of theCompany was in receipt of remuneration in excess of the limits prescribed under sub-rule(2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the details are not required to be furnished. In view of the aboveinformation as per sub-section (12) of Section 197 of the Companies Act 2013 read withsub-rule (2) of Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not being 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 being inapplicable are not required to begiven. There have been no earnings and expenditure in foreign currency during the yearunder review.
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 31 st March 2015 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 safeguarding theAssets of 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 Statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
The Directors wish to place on record theirsincere 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 the Company.
| ||For and on behalf of the Board |
|Place: Kanpur ||(SUDHIR KUMAR PARASRAMPURIA) |
|Date: 14.08.2015 ||Chairman & Managing Director |
| ||DIN:00358982 |