The Members of
MACRO INTERNATIONAL LIMITED
Your Directors have pleasure in presenting herewith the Twenty Sixth Annual Reportalong with Audited Financial Statement of the Company for the year ended 31st March 2019.
The summarized financial position of the Company for the Financial Year ended 31stMarch 2019 as compared to previous year is as under:
| || |
| ||(Rs. ||in Lakhs) |
|PARTICULARS ||2018-2019 ||2017-2018 |
|Total Income ||30.04 ||29.91 |
|Profit / (Loss) before Interest and Depreciation ||(5.96) ||1.01 |
|Less: Finance Cost || || |
|Less: Depreciation ||1.58 ||1.48 |
|Profit/ (Loss) before Exceptional and Extraordinary items and Tax ||(7.54) ||(0.47) |
|Tax Expenses || || |
|(a) Current Tax ||(0.88) ||(0.15) |
|(b) Deferred Tax ||10.201 ||(0.041 |
|Profit/ (Loss) after Tax ||(8.22) ||(0.66) |
|Add: Balance Brought Forward from the Previous Year ||109.84 ||110.50 |
|Surplus/ (Deficit) carried to Balance Sheet ||101.62 ||109.84 |
TRANSFER TO RESERVES
In view of the unprofitable operations no amount was required to be transferred to theReserves during the year under review.
In view of the unprofitable operations your Directors regret their inability torecommend any Dividend for the year under review.
During the year under review Total Income of the Company marginally increased from Rs.29.91 Lakhs to Rs. 30.04 Lakhs. The Net Loss for the
current year stood at Rs. 8.22 Lakhs as against Net loss of Rs. 0.66 Lakhs in theprevious year due to higher incidence of administrative expenses.
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. The Company has re-appointed Shri Sudhir Kumar Parasrampuria as theManaging Director of the Company for a further period of three years w.e.f. 7th January2019. His re-appointment is subject to the approval of Members at the ensuing AnnualGeneral Meeting. Meeting.
Shri Rakesh Panwar was appointed as the Company Secretary (KMP) of the Company w.e.f.22nd February 2019.
There has been no other changes in the Board of Directors of the Company during theyear under review.
Shri Manoj Kumar Poddar was appointed as an Independent Director at the Twenty FirstAnnual General Meeting held on 30th September 2014 for the period of Five years till theconclusion of Twenty Sixth Annual General Meeting and Shri Gautam Lhila was appointed asan Independent Director at the Board Meeting held on 31 st December 2014 for the periodof 5 years w.e.f. 31st December 2014. The Board of Directors of the Company on therecommendation of Nomination and Remuneration Committee and considering their valuableperformance had decided to re-appoint them as an Independent Director for second term of 5(five) consecutive years and same is placed for approval of Members at the ensuing AnnualGeneral
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
M/s Om P. Agarwal & Associates Chartered Accountants Kanpur were appointed asStatutory Auditors of the Company at the Twenty Fourth Annual General Meeting of the
Company held on 26th September 2017 for a period of Five years to hold office from theconclusion of that Annual General Meeting till the conclusion of the Twenty Ninth AnnualGeneral Meeting in accordance with the provisions of the Companies Act 2013. Howevertheir appointment was subject to ratification by the Members at every Annual GeneralMeeting. The Auditors have confirmed their eligibility and qualification under Section 141of Companies Act 2013 and therefore their ratification of appointment as StatutoryAuditors for the year 2019-20 is being recommended for approval of Members of the Companyat the ensuing AGM.
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.
REPORTING OF FRAUDS BYTHE AUDITOR
No Material Frauds by the Company or on the Company by its officers or employees hasbeen noticed or reported during the course of our Audit as per Section 143(12) of theCompanies Act 2013.
The Board has appointed M/s. MKGP & Associates Company Secretaries Jaipur toconduct Secretarial Audit for the Financial year 2018-19. The Secretarial Audit Report forthe Financial Year ended 31 st March 2019 is annexed herewith as Annexure-'A' to thisReport. As regards observation in Secretarial Audit the Management's explanation /comments are asunder:
1. Updation of outcome of Board Meeting on the BSE website
As regards updation of outcome of Board Meetings held on 30th May 201813th August2018 and 13th November 2018 it is clarified that the said Board Meetings were heldmainly for the purpose of approval of Audited / Unaudited Annual / Quarterly FinancialResults of the Company which were duly informed to BSE Limited and the said results areupdated and available for information of stakeholders atthe BSE Website.
2. Updation of data on BSE Website
The Company has made timely compliance with respect to the reporting requirements underthe SEBl Listing Regulations and most of the information is available on BSE website andaccessible to stakeholders. As the Secretarial
Auditor's observation is generic in nature in the absence of specific observation withrespect to deficiency in updation we are unable to comment on the Secretarial Auditor'sobservation .
3. Date of approval of notice of AGM
The Notice convening the AGM held on 28th September 2018 was duly approved by theBoard of Directors at its Meeting held on 13th August 2018 and the Board at the saidMeeting authorized Shri Sudhir Kumar Parasrampuria Managing Director of the Company forissuance of the said Notice. The date 1st September 2018 mentioned in the Notice is thedate on which it was actually issued to the Members of the Company pursuant to theapproval granted by the Board at its meeting held on 13th August 2018. In view of theabove no Meeting of the Board of Directors of the Company was held on 1st September2018 as observed therefore the question of issuance of notice thereof does notarise.
MEETINGS OF THE BOARD
The Board of Directors duly met 6 (Six) times respectively on 30th May 201813thAugust 201813th November 201829th December 201813th February 2019 and 22ndFebruary 2019 during the financial year. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013. The details of attendance ofeach Director at respective meetings held during the Financial Year 2018-19 are as under:-
|SI. Name of Director No. ||Total No. of Board |
|Total No. of Board Meetings attended |
|1. Shri Sudhir Kumar Parasrampuria ||6 ||6 |
|2. Smt. Parwati Parasrampuria ||6 ||6 |
|3. Shri Manoj Kumar Poddar ||6 ||6 |
|4. Shri Gautam Lhila ||6 ||6 |
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 2018-19 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.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.
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 length basisfor the year ended 31 st March 2019 is annexed hereto and form part of this Report asAnnexure 'C.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION186QFTHECOMPANIESACT. 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.
DISCLOSURES Audit Committee
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 members of Audit Committee duly met 4 (Four) times respectively on 30th May 201813th August 201813th November 2018 and 13th February 2019 during the financial yearunder review
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Shri Gautam Lhila (Chairman)Shri Manoj Kumar Poddar (Independent Director) and Smt. Parwati Parasrampuria as otherMember. All the recommendations made by the Nomination and Remuneration Committee wereaccepted by the Board.
The members of Nomination and Remuneration Committee duly met only once on 29thDecember 2018 during the financial year.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of Independent Directors namely ShriGautam Lhila (Chairman) Shri Manoj Kumar Poddar and Shri Sudhir Kumar Parasrampuria asother Members.
The members of Stakeholders Relationship Committee duly met 4 (Four) times respectivelyon 30th May 201813th August 201813th November 2018 and 13th February 2019 during thefinancial yearunder review
The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy interms of the Listing Regulations 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.
Nomination and Remuneration 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'
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)
Due to continued suspension of main business activities of the Company the Managementis exploring the possibilities of entering into viable business proposition and atopportune time the effective steps will be taken.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings (SS-1) and General Meetings (SS-2).
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 subRule (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 2019 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 Loss ofthe 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.LISTING
The Equity Shares of the Company are presently listed at BSE Limited and the listingfee for the said Stock Exchange is paid upto date.
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 forthe 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: 12.08.2019 Chairman & Managing Director