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Macro International Ltd.

BSE: 512600 Sector: Financials
NSE: N.A. ISIN Code: INE307N01014
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NSE 05:30 | 01 Jan Macro International Ltd
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VOLUME 3124
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OPEN 29.65
CLOSE 29.65
VOLUME 3124
52-Week high 30.05
52-Week low 8.33
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Macro International Ltd. (MACROINTL) - Director Report

Company director report

To

The Members

MACRO INTERNATIONAL LIMITED

Your Directors have pleasure in presenting the 29th Annual Report of yourCompany along with the Audited Statement of Accounts for the year ended March 31 2022.

1. SUMMARY OF FINANCIAL RESULTS:

 

(Rupees in hundred)

Particulars For the financial year ended 31st March 2022 For the financial year ended 31st March 2021
(Rs.) (Rs.)
Revenue from Operation including other income 21078 20308
Expenses excluding Depreciation 21328 17951
Depreciation and Amortization 1456 1546
Profit (Loss) Before Tax (1706) 811
Extraordinary items 0.00 0.00
Current Tax 400 384
Deferred Tax Adjustment 395 175
Profit (loss) After Tax (1711) 602
Net fixed assets 1353 5311
Share capital 398961 398961
Reserve & Surplus Profit/(Loss) 117073 118658

2. DIVIDEND:

The board of directors has not recommended any dividend for the financial year.

3. OPERATIONS

During the year under review Total Income of the Company has increased from Rs. 2030800to Rs. 2107800. The Net loss for the current year stood at Rs 171100 as against Net Profitof Rs 60200 in the previous year due to higher incidence of administrative expenses.

4. TRANSFER TO RESERVES:

The Company proposes to transfer no amount to the general reserve.

5. CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the objects of the Company. Business is being conducted asper the objectives described in the Memorandum of Association of the Company. There hasbeen no material change in the line or nature of business that the Company is operatingin.

6. INFORMATION ABOUT SUBSIDIARY/ASSOCIATE COMPANY:

During the year under review the Company does not have any Subsidiaries Joint Ventureor Associate Companies.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act 2013 is not applicable as therewas no Dividend declared and paid last year.

8. DEPOSITS:

Company has not accepted any deposits from the public during the year under review.

9. MATERIAL CHANGES AND COMMITMENTS:

As on the date of this report no material changes and commitments affecting thefinancial position of the Company have occurred between the end of the financial year towhich these financial statements relate.

10. ANNUAL RETURN

Annual Return as required under Section 92(3) of the Companies Act 2013 and rule 12(1)of the Companies (Management and Administration) Rules 2014 is available on website ofthe company.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013with respect to Directors' Responsibility Statement it is confirmed that-

a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. Such accounting policies have been selected and applied consistently and judgmentsand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theloss of the company for that period;

c. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of Companies Act for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

e. That internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively.

f. That proper system was devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

12. SHARE CAPITAL:

The Company has 3974070 Equity Shares of Rs. 10 each amounting to Rs. 39740700. Duringthe year under review the Company has not issued any shares or any convertibleinstruments.

The Company has only one class of Equity Share having a par value of Rs. 10/ -eachholder of share is entitled to one vote per share with same rights.

During the Year 2021-22 the company has not made any issue of equity shares withdifferential voting rights Sweat Equity Shares and employee stock option.

13. LISTING OF SHARES:

Shares of company have been listed on Bombay Stock Exchange.

14. AUDITORS:

a. Statutory Auditors:

In accordance with Sec 139 of the Companies Act 2013 M/s SATHULURI & COChartered Accountants (FRN:006383S) shall be appoint as Statutory Auditors of the Companyat the ensuing Annual General Meeting of the Company to be held on 30thSeptember 2022 for a period of Five years to hold office from the conclusion of 29thAnnual General Meeting till the conclusion of the 34th Annual General Meetingin accordance with the provisions of the Companies Act 2013

REPORTING OF FRAUDS BY THE 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.

b. Statutory Auditors' Report:

The observations made by the Auditors in their Report read with relevant notes as givenin the Notes on Accounts annexed to the Accounts are self-explanatory and therefore donot call for any further comments under Section 134 (3)(f) of the Companies Act 2013.

The Auditors of the Company have not raised any queries or made any Qualifications onthe Accounts adopted by the Board which were then audited by them.

c. Secretarial Auditor:

The provisions of Section 204 read with Section 134(3) of the Companies Act 2013 theBoard has appointed M/s* MKGP & Associates. a firm of Company Secretariesin Practice as the Secretarial Auditor of the Company for the financial year 2021-22.

d. Secretarial Audit Report

The Secretarial Audit Report is annexed to this Board report as Annexure-I.

15. DIRECTORS /KEY MANAGERIAL PERSONNEL:

a. Independent Directors and their Declaration of Independence

The Board of the Company as on March 31 2022 consisted of 4 directors out of which 2are independent directors.

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

b. Composition of Board of Director as on 31st March 2022 and changes duringthe year

The Board of the Company as on March 31 2022 consist of 4 directors out of which 2 areindependent directors one is Managing Director and one is non-Executive director.

Tenure of Mr. Sudhir Kumar Parasrampuria (DIN: 00358982) Managing Director of thecompany is expired. He is eligible to be re-appoint in the ensuing Annual General Meetingof the company to be held on September 30 2022.

c. Changes in the composition of Key Managerial Personnel (other than Board ofDirectors):

There are no changes in the composition of Key Managerial Personnel during thefinancial year 2021-22.

16. COMMITTEE DETAILS Audit Committee

The Audit Committee comprises of Independent Directors namely Shri Gautam Lhila(Independent Director and Chairman) Shri Manoj Kumar Poddar (Independent Director) andShri Sudhir Kumar Parasrampuria (Executive Director) as other Members. All therecommendations made by the Audit Committee were accepted by the Board.

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 (Director)as other Member. All the recommendations made by the Nomination and Remuneration Committeewere accepted by the Board.

Stakeholders' Relationship Committee

The Stakeholders Relationship Committee comprises of Independent Directors namely ShriGautam Lh1la (Independent Director and Chairman) Shri Manoj Kumar Poddar (IndependentDirector} and Shri Sudhir Kumar Parasrampuria (Executive Director) as other Members.

Vigil Mechanism

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.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A. Conservation of energy:

The operations of the Company involve low energy consumption. The Company has ensuredthat adequate measures are being taken to conserve energy.

B. Technology Absorption:

The particulars regarding Technology absorption are: NIL

C. Foreign exchange earnings and Outgo:

Particulars As on 31.03.2022 As on 31.03.2021
a) Earnings in foreign exchange Nil Nil
b) Expenditure / outgo in foreign exchange (Travelling) Nil Nil

18. MEETINGS

During the financial year 2021-22 following meetings were convened:

? Board Meetings

S. No. Date of Board Meeting Board's Strength No. of Directors Present
1. 30/06/2021 4 4
2. 12/08/2021 4 4
3. 01/09/2021 4 4
4. 10/11/2021 4 4
5. 08/02/2022 4 4

? Audit Committee Meetings

S. No. Date of Meeting Strength of Members No. of Members Present
1. 30/06/2021 3 3
2. 12/08/2021 3 3
3. 10/11/2021 3 3
4. 08/02/2022 3 3

? Nomination & Remuneration Committee Meetings

S. No. Date of Meeting Strength of Members No. of members present
1. 25/08/2021 3 3

? Independent Director's Meeting

S. No. Date of Meeting Strength of Members No. of members present
1. 23/02/2022 2 2

? Stakeholder Relationship's Committee Meeting

S. No. Date of Meeting Strength of Members No. of members present
1. 25/08/2021 3 3

? Members Meeting

S. No. Type of Meeting Date of Meeting Total No. of Members Entitle to Attend Number of Members Attended
1. Annual General Meeting 27-09-2021 1161 15

19. PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND INDIVIDUAL DIRECTORS

The Company has formulated a Board Evaluation template for performance evaluation ofthe Independent Directors the Board its Committees and other individual Directors whichincludes criteria for performance evaluation of the Non-Executive Directors and ExecutiveDirectors.

The formal Board evaluation as mandated under the Companies Act and Listing Regulationshas been carried out during the year.

20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an appropriate Policy on Prevention of Sexual Harassment ofWomen at Workplace in accordance with the provisions of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 to prevent sexual harassmentof its employees.

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The company has established a vigil mechanism for grievances redressal of director andemployees of the company which will help in reporting genuine concerns or grievances ofdirectors and employees.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the Company does not fall under the class of companies as prescribed under Section135 of Companies Act 2013 and Rules made there under therefore the provisions related toCorporate Social Responsibility is not applicable to the Company.

Therefore Company is not liable to contribute towards Corporate Social Responsibility.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Particulars of Loan given Investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in standalone financial statement.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements entered into by the Company with relatedparties referred to in sub - section (1) of Section 188 of the Companies Act 2013including certain arm's length transactions under the proviso thereto have been disclosedin Form No. AOC -2 as Annexure -II.

25. MANAGERIAL REMUNERATION:

There is no remuneration paid to directors.

26. RISK MANAGEMENT POLICY:

The Company has its Risk Management Policy to identify and deal with the risks andthreats that could impact the organization. Risk Management Policy is available forinspection at the Registered Office of the Company during business hours on any workingday.

27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:

The Company has proper place and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedure applicable laws and regulations and all assets andresources are acquired economically used efficiently and adequately protected.

28. GREEN INTIATIVES:

Electronic copies of the Annual Report 2021-22 and the notice of 29th AGMare sent to all members whose e-mail address is registered with the company/depositoryparticipants. For members who have not registered their email address physical copies aresent in the permitted mode.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There were no orders passed by the regulators or courts or tribunals impacting thegoing concern status and company's operations in future.

30. OTHER DISCLOSURES AND STATUTORY INFORMATION:

a. Compliance with Secretarial Standards

The Company complies with applicable secretarial standards.

b. Policies and code adopted by the Company

The Board of Directors has from time to time framed and approved policies as requiredby the SEBI LODR Regulations as well as under the Companies Act 2013. These policies willbe reviewed by the Board at periodic intervals. Some of the key policies that have beenadopted are as follows:

S Code for Disclosure of Unpublished Price Sensitive Information S Code of Conduct forInsider Trading S Policy on Related Party Transactions

S Code of Conduct for Directors and Senior Management Personnel S Whistle Blower Policy

31. HUMAN RESOURCES MANAGEMENT

We firmly believe that employee motivation development and engagement are key aspectof good human resource management. We provide several forums and communication channelsfor our employees to not only share their point of view and feedback related to ourbusiness but also share feedback self-development and career advancement. These forumshave helped us to identify and implement a number of structural changes during the yearunder review.

32. Impact of COVID-19

The Company has activated as per Business Continuity Policy and Crisis ManagementFramework to manage the impact of ongoing COVID-19 flu pandemic. Different measures are inplace to safeguard health and safety of employees maintain operation of assets and otherbusiness activities avoid financial distress/default and secure best possible financialoutcome in the given circumstance.

Further the prolonged country-wide lockdown global economic downturn and associateddisruption of demand and supply chains had a major impact on the Company. In light of therapid evolving and dynamic situation causing unprecedented challenges for almost allenterprises the Board of directors of the company needs to respond and assess whether theactions they are taking. Complying with the government's directives on social distancingand striving to run business as usual company is making the best of this unprecedentedsituation and taking care of the proper health and hygiene of the members and all otheremployees working in this situation.

33. ACKNOWLEDGEMENTS:

An acknowledgement with thanks is hereby conveyed to all with whose help cooperationand hard work the Company was able to achieve the results.

By order of the Board

For MACRO INTERNATIONAL LIMITED

CIN: L74120UP1993PLC015605

Date: 08.09.2022
Place: Kanpur
Sd/- Sd/-
SUDHIR KUMAR PARASRAMPURIA PARWATI PARASRAMPURIA
Managing Director Director
DIN: 00358982 DIN: 00359065

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