Your Board of Directors is pleased to present the 28th AnnualReport along with the audited financial statements of the Company for the year ended March31 2020.
The summarised financial performance highlights for the year areasmentioned below:
(Rs. in Lacs)
|Particulars ||Consolidated Results 2018-19 ||Standalone Results 2018-19 |
|Financial Results || || || || |
|Total Revenue ||24690.62 ||33569.79 ||24674.69 ||33554.22 |
|Total Expenditure other than Financial Costs and Depreciation ||23231.27 ||31154.53 ||23231.25 ||31154.53 |
|Profit before Depreciation Finance Costs and Tax ||1459.34 ||2415.26 ||1443.43 ||2399.69 |
|Finance Costs ||179.35 ||209.43 ||177.63 ||206.46 |
|Depreciation and Amortisation Expense ||71.64 ||41.28 ||71.64 ||41.24 |
|Profit/(Loss) for the year before Exceptional Items and Tax ||1208.35 ||2164.55 ||1194.16 ||2151.99 |
|Add/(Less) Exceptional Items ||- ||511.21 ||- ||511.21 |
|Profit/(Loss) for the Year before Taxation ||1208.35 ||1653.34 ||1194.16 ||1640.78 |
|Total Tax Expense ||238.66 ||389.39 ||233.90 ||375.00 |
|Profit for the Year ||969.70 ||1263.95 ||960.27 ||1265.78 |
|Add/(Less) Share in Jointly Controlled Entities & Associates ||(171.92) ||(16.55) ||- ||- |
|Net Profit/(Loss) after Jointly Controlled Entities & ||797.78 ||1247.40 ||960.27 ||1265.78 |
|Associates (A) || || || || |
|Other Comprehensive Income for the Year ||(757.82) ||91.23 ||(757.82) ||91.23 |
|Total Comprehensive Income ||39.96 ||1338.63 ||202.45 ||1357.01 |
|Balance Brought Forward from Previous Year ||(1247.99) ||(2586.62) ||(1225.72) ||(2582.73) |
|Balance carried to Balance Sheet ||(1208.03) ||(1247.99) ||(1023.27) ||(1225.72) |
1. There are no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and the date ofthis report.
2. Previous year figures have been regrouped / re-arrangedwherever necessary
The audited consolidated financial statements of the Company as onMarch 31 2020 prepared in accordance with the relevant applicable Ind AS and Regulation33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations")and provisions of the Companies Act 2013 formspart of this Annual Report.
The key aspects of the Company's (or MetroGlobalLimited') consolidated performance during the financial year 2019-20 is as follows:
The Company is in the business of Trading Chemicals Textiles Mineraland Ores Metals and Precious Metals as well as Realty Development. Stated as follows aresome of the operational highlights for FY2019-20:
FINANCIAL HIGHLIGHTS: Consolidated Financial Results:
The Company's total income on the consolidated basis for the yearstood at Rs. 24690.62 Lacs as compared to Rs. 33569.79 Lacsin the previous FY 2018-19.On the Consolidated basis Profit before Tax for the year was Rs. 1036.43 Lacs ascompared to Rs. 1636.79 Lacsin the previous year. On the Consolidated basis Profitafter Tax for the year was Rs. 797.78 Lacs as compared to Rs. 1247.40 Lacs in theprevious year.
The turnover witnessed a down trend due to the recessionary trendprevailing worldwide and its impact on our country.
Standalone Financial Results:
The Company's total income on the Standalone basis for the yearstood at Rs. 24674.69 Lacs as compared to Rs. 33554.22 Lacs in the previous FY 2018-19.On the Standalone basis Profit before Tax for the year was Rs. 1194.16 Lacs as comparedto Rs. 1640.78 Lacs the previous year. On the Standalone basis Profit after Tax for theyear was Rs. 960.27 Lacs as compared to Rs. 1265.78 Lacs in the preceding year.
The turnover reduced due to the recessionary trend prevailing worldwideand its impact in our country.
Organisational Initiatives in response to the COVID-19 Pandemic
The COVID 19 outbreak has had the world in shackles as its refractoryspread caused a high death toll across the world and now the ongoing crisis calls for theentire country to fight as one. In response to the prevalent global crisis the Companyimmediately focused on ensuring the well-being of employees and their families and hascontributed to various social organisations including Jain International TradeOrganisation (JITO) Rajasthan Seva Samiti Gujarat Chambers of Commerce and Industry(GCCI) among others. These social organisations have provided help to people in need withfood and proper medication. As the COVID 19 pandemic has brought the world come to astandstill the Company will continue to support fellow Indians during this tough time.The Company has always strived towards prodding the country's growth through itssuccessful business endeavours.
Due to outbreak of COVID 19 across the world the Company'smanagement has made initial assessment of anticipating the adverse impact on business andfinancial risk with a belief that the impact is likely to be short term in nature. Themanagement does not see any long term risk in the Company's ability to continue as anongoing concern and settling its liabilities in accordance to the due dates.
With a view to conserve the resources for future expansion and growthof the Company the Board of Directors has not recommended any dividend on Equity Sharesfor the year under review.
Transfer to Reserves
The Board of Directors of the Company has decided not to transfer anyamount to the Reserves for the year under review.
Buy Back of Shares
The paid-up Equity Share Capital as on March 31 2020 was Rs.123343750. The Company had offered to buy back up to 4000000 Equity shares by letterof offer by tender bidding process as per Board Meeting held on March 30 2019. On June6 2019 the Company had bought back
3992367 Equity Shares at a price of Rs. 56 per Equity Share.Accordingly the capital in the books of account of the Company has been reduced from Rs.163267420 to
Transfer to Investor Education and Protection Fund
The unclaimed dividend amount aggregating to Rs. 433654 for thefinancial year ended on March 31 2012 & Fractional Warrants on issue of the shareamount of Rs. 83349 was transferred to the Investor Education and Protection Fund (IEPF)established by the Central Government during the financial year ended March 31 2020pursuant to Section 124 of the Companies Act 2013.
During the year under review the Company has not accepted anyfixed deposits from public within the meaning of section 73 of the Companies Act 2013 andrules made there under.
Change in the Nature of Business if any:
There is no change in the nature of business during the financial year2019-20.
Material Changes and Commitments affecting the Financial Position ofthe Company
There have been no material changes and commitments affecting thefinancial position of the Company that have occurred between the end of the financial yearof the Company to which the financial statements relate and the date of the report.
Particulars of Loans Guarantees or Investments
During the year under review the Company has provided loans givenguarantees disbursed securities and made investments in compliance with Section 186 ofthe Companies Act 2013.
Subsidiaries Joint Ventures and Associate Companies
During the year under review the Company has the followingSubsidiaries Joint Ventures and Associate Companies:-
1. Metrochem Capital Trust Limited
1. Ganesh Infrastructure
2. PMZ Developers
3. Keshavji Developers
4. Myspace Infracon LLP
5. Metro Apptech LLP
1. Rian Chemicals Private Limited(*striked off)
2. Dual Metals Private Limited
3. DK Metro Procon Private Limited
Directors & Key Managerial Personnel (KMP)
Mr. Nilesh R. Desai Mr. Sandeep S. Bhandari & Mr. Prashant M.Kheskani have submitted the Declaration of Independence as required pursuant to Section149 of the Companies Act 2013. They have also submitted the provisions of the ListingRegulations stating that they meet the criteria of independence as provided therein. TheBoard has also considered such declaration.
Re-appointment of Director
Mr. Gautam M. Jain Executive Chairman and Managing Director of theCompany retires by rotation at the ensuing Annual General Meeting pursuant to theprovisions of Section 152 of the Companies Act 2013 read with the Companies (Appointmentand Qualification of Directors) Rules 2014 and the Articles of Association of the Companyand being eligible has offered himself for a re-appointment as the Director.
As required by Regulation 36(3) of the SEBI (LODR) and provisions ofthe secretarial standards a brief resume and other details of the above-mentionedDirector getting appointed / re-appointed is attached to the Notice of the ensuing AnnualGeneral Meeting.
None of the Directors that have been proposed for appointment /re-appointment at the ensuing Annual General Meeting are disqualified from being appointed/re-appointed as Directors under the provisions of the Companies Act 2013 the SEBI-LODRor any other order directions of MCA SEBI or any other statutory authorities.
Key Managerial Personnel (KMP)
Mr. Nitin S. Shah has resigned from the post of Chief Financial Officer(CFO) of the Company w.e.f. July 01 2020 and
Mr. Rahul G. Jain is appointed as the Chief Financial Officer w.e.f.July 1 2020. The following are the Key Managerial Personnel of the Company as definedunder Sections 2(51) 203 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014:
Mr. Gautam M. Jain Chairman & Managing Director Mr. Rahul G. JainExecutive Director & Chief Financial Officer Mr. Nitin S. Shah Company Secretary& Compliance Officer
Certificate of Non-disqualification of Directors
In accordance with the SEBI (LODR) (Amendment) Regulations 2018 acertificate has been received from Mr. Jignesh A. Shah Practicing Company Secretary thatnone of the Directors on the Board of the Company have been disqualified to act asDirector. The same is annexed herewith as Annexure A.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability state the following:
(a) In preparation of Annual Accounts for the financial year endedMarch 31 2020 the applicable Accounting Standards have been followed along with properexplanation relating to material departures
(b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as on March 31 2020and the profit and loss of the Company for that Year
(c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities
(d) The Directors have prepared the annual accounts of the Company on agoing concern basis
(e) The Directors have laid down adequate internal financial controlsto be followed by the Company and that such internal financial controls are adequate andare operating effectively and
(f) The Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively
Number of Board Meetings
The Board of Directors met 4 (four) times during the year under review.The details of Board Meetings and the attendance of the Directors are provided in theCorporate Governance Report which forms a part of this report.
The Board adopted a formal mechanism for evaluating its performance aswell as that of its Committees and Individual Directors including the Chairman of theBoard. Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of theSEBI (LODR) Regulations 2015 the Board has followed a structured evaluation processcovering various aspects of the Board's functioning. This includes the composition ofthe Board
& Committees experience & competencies performance ofspecificduties & obligations contribution at the meetings and otherwise independentjudgment governance issues etc. The Nomination and Remuneration Committee (NRC) reviewedthe Performance of Individual Directors.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Board has on the recommendation of the Nomination
& Remuneration Committee framed a policy inter alia for thenomination and appointment (including remuneration) of Directors senior management andkey managerial personnel of the Company. The details of Nomination and Remuneration Policyare available on the Company's website https://www. metrogloballimited.com/policies/
The Board of Directors of the Company follows the Nomination andRemuneration Policy and the Board Diversity Policy and other applicable policies of theCompany to determine qualification positive attributes and independence of theDirectors.
Directors are appointed /re-appointed with the approval of the Membersfor a term in accordance with the provisions of the law and the Articles of Association ofthe Company. The initial appointment of the CEO and the Managing Director is generally fora period of three years. All Directors other than Independent Directors are liable toretire by rotation unless otherwise specifically stated in the Articles of Association orunder any statute or terms of appointment. One third of the Directors who are liable toretire by rotation retire at every Annual General Meeting and are eligible forre-appointment.
Additional details on the election process appointment of Directorsand the details of remuneration paid to Directors and Managerial Personnel form a part ofthe Corporate Governance Report.
Internal Financial Control Systems and their Adequacy
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The Company has adequate internal financialcontrol which is constantly monitored by the Finance Department.
The Finance Department monitors and evaluates operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofInternal Auditors the Audit Committee/ Board initiates corrective action in respectiveareas and thereby strengthen the controls. The scope functioning periodicity andmethodology for conducting internal audit is as per the terms agreed by the AuditCommittee in consultation with the Internal Auditor and as approved by the Board.
The Company in all material respects had an adequate internalfinancial controls system with respect to its financial statements for the year endedMarch 31 2020 and is operating effectively. More details on internal financial controlsforms a part of the Management Discussion and Analysis Report.
The Company is aware of the risks associated with the business. Itregularly analyses and takes corrective actions for managing and mitigating the same. TheCompany has developed and implemented a Risk Management Policy that includes the processfor identifying minimising and mitigating risks and is periodically reviewed by the AuditCommittee and the Board of Directors.
COMMITTEES OF THE BOARD: Audit Committee
The Audit Committee comprises of three members. The Chairman of theCommittee is an Independent Director. The Committee met four times during the year.Details of the role and responsibilities of the Audit Committee the particulars ofmeetings and attendance of the Members at such Meetings are given in the CorporateGovernance Report.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of three members;all of which are Non-Executive & Independent Directors. The Committee met three timesduring the year. Details of the role and responsibilities of the Committee theparticulars of meetings held and attendance of the members at such meetings are recordedin the Corporate Governance Report.
Corporate Social Responsibility (CSR) Committee
The CSR Committee comprises of three members of which one is anIndependent Director. The Committee met four times during the year. Details of the roleand functioning of the Committee the particulars of meeting held and attendance of themembers at such meetings are given in the Corporate Governance Report.
Stakeholder Relationship Committee
The Stakeholder Committee comprises of three members. The Chairman ofthe Committee is the Independent Director. The Committee met three times during the year.Details of the role and functioning of the Committee the particulars of meeting held andattendance of the members at such meetings are given in the Corporate Governance Report.
Independent Directors Meeting
The Independent Directors met without the attendance of Non-IndependentDirectors and members of the Management. The Independent Directors reviewed theperformance of Non-Independent Directors and the Board as a whole. The performance of theChairperson of the Company taking into account the views of Executive Directors andNon-Executive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.
CORPORATE SOCIAL RESPONSIBILITY _CSR_:
The Company aims to remain conscientious to the society with its socialresponsibility and strongly connected with the principle of sustainability. We are anorganisation that not only focuses on monetary returns but also are equally mindful ofthe social and environmental responsibilities. It is one of the core responsibilities ofthe Company to practice its corporate values through its commitment to grow in a sociallyand environmentally responsible way while meeting the interest of Stakeholders.
As mentioned under Section 135 of the Companies Act 2013 and todemonstrate the responsibilities towards Social upliftment in structured way the Companyhas formed a Policy. Details of the policy CSR Committee CSR spent during the year formspart of CSR Report and annexed hereto as
Corporate Governance Report and Management Discussion and AnalysisReport
The Corporate Governance Report forms an integral part of this Reportas annexed hereto as Annexure C together with
the Certificate from the Statutory Auditor regarding compliance withthe requirements of Corporate Governance as stipulated in Part C of Schedule V to the SEBI(Listing Obligations & Disclosure Requirement) Regulations 2015.
The Management Discussion and Analysis Report as required under theListing Regulations forms part of the Annual Report.
Prevention of Sexual Harassment of Women at Workplace
The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy against sexual harassment in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. TheCompany has in place Internal Complaints Committee for redressal of grievances regardingthe sexual harassment complaints received by the Committee. All employees are coveredunder this Policy. During the year under review the Company has not received anycomplaints of sexual harassment. The Company has complied with all the applicableprovisions of the said Act.
Extract of Annual Return
The details forming part of the extract of the Annual Return in FormMGT-9 are annexed to this Report as Annexure D.
Contracts / Arrangements with Related Parties
All the related party transactions that were entered into during theyear were on arm's length basis and were in the ordinary course of business are incompliance with the applicable provisions of the Companies Act 2013 and the SEBI (LODR)Regulations. There were no materially significant Related Party Transactions made by theCompany with Promoters Directors and KMP etc. which may have potential conflict withthe interest of Company at large or which warrants the approval of shareholders.
Related Party Transactions are placed before the Audit Committee asalso before the Board wherever required for approval. The Policy on Related PartyTransactions as approved by the Board is uploaded on the Company's website. TheCompany's Management ensures absolute adherence to the approved Policy on RelatedParty Transactions to establish Arm's Length Basis without any compromise. Pursuantto the provisions of Section 188(1) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014 particulars of material contracts and arrangementsentered between the Company and the Related Parties are annexed herewith as
Details of Significant and Material Orders passed by the Regulators orCourts or Tribunals impacting the going concern status and Company's operations in Future
During the year under review the Company had received order No.A/86346/2019 dated August 05 2019 passed by the Customs Excise & Service TaxAppellate Tribunal (CESTAT) West Zonal Bench Mumbai in Appeal No. C/178/2012 forrecovery of differential custom duty and charging of interest of Rs. 576.76 Lacs. AnAppeal challenging the Final Order has been filed before the Hon'ble High Court ofBombay by the Company.
The Company has taken appropriate insurance for all assets againstforeseeable perils.
Statutory Auditors and their Report
M/s AMPAC & Associates Chartered Accountants Mumbai (ICAI FirmRegistration Number 112236W) were appointed as Statutory Auditor of the Company at the 23rdAnnual General Meeting held September 30 2015 to hold office from the conclusion ofthe said Meeting till the conclusion of the 28th Annual General Meeting. On thecompletion of the two terms of five years M/s. AMPAC & Associates has vacated the postof Statutory Auditor of the Company.
The notes to the financial statements referred in the Auditors Reportare self-explanatory. There are no qualifications or reservations on adverse remarks ordisclaimers given by Statutory Auditors' of the Company and therefore do not call forany comments under Section 134 of the Companies Act 2013. The Auditors' Report isenclosed with the financial statements in this Annual Report.
The Auditors' Report issued by M/s. AMPAC & Associates to theshareholders for the year under review does not contain any qualification.
Pursuant to Section 148 of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 the Company does not have any manufacturingfacility and hence the Cost Audit is not applicable to the Company.
Secretarial Auditor and Secretarial Audit Report
Section 204 of the Companies Act 2013 inter-alia requires everylisted company to undertake Secretarial Audit and shall annex with its Board'sReport a Secretarial Audit Report given by a Company Secretary in practice in theprescribed form.
In line with the requirement of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 readwith Regulation 24A of the Listing Regulations and other applicable provisions if anythe Board of Directors of the Company had appointed Mr. Jignesh A. Shah Company Secretaryin whole-time Practice to carry out Secretarial Audit for the Financial Year 2019-20.
The Secretarial Audit Report for the financial year ended March 312020 is annexed as Annexure F to this Report. This report is unqualified andself-explanatory and does not call for any further comments/explanations.
During the year under review M/s. KMK Associates LLP CharteredAccountants has acted as the Internal Auditors of the Company. Audit observations of M/s.KMK Associates LLP Chartered Accountants and corrective actions thereon are periodicallypresented to the Audit Committee of the Board. The Board of Directors on therecommendation of the Audit Committee re-appointed M/s. KMK Associates LLP CharteredAccountants to carry out the Internal Audit of the Company for the Financial Year 2020-21.
Particulars of Employees and Remuneration
The information required under Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in separate annexure forming part of this Report as
The statement containing particulars of employees as required underSection 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 will be provided upon request. Interms of Section 136 of the Companies Act 2013 the Report and Accounts are being sent tothe Members and others entitled thereto excluding the information on employees'particulars which is available for inspection by the members at the Corporate Office ofthe Company during business hours on working days of the Company. If any member isinterested in obtaining a copy thereof the Member may write to the Company Secretary inthis regard.
Conservation of Energy Technology Absorption & Foreign Exchangeoutgo
The information on Conservation of Energy Technology Absorption &Foreign Exchange outgo stipulated under section 134(3) (m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 as amended from time to time isAnnexed to this Report as Annexure H.
Transfer of Shares
As notified under Regulation 40(1) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 except in case of transmission ortransposition of securities requests for effecting transfer of securities shall not beprocessed unless the securities are held in the dematerialised form with a depository.More details about the Transfer of Shares and Listing of Shares are given in the CorporateGovernance Report.
Listing of Equity Shares
The Company's equity shares are listed on the BSE Limited. Listingfees have been paid up to March 31 2021.
MANAGING THE RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESSPRACTICES
Vigil Mechanism (Whistle Blower Policy) and Code of Conduct
Creating a culture free of fraud and corruption has always been thecore focus of the Company. In view of the potential risk of fraud corruption andunethical behavior that could adversely impact the Company's business operationsperformance and reputation MetroGlobal has emphasised even more on addressing theserisks. To meet this objective a comprehensive vigil mechanism named Whistle BlowerPolicy which is in compliance with the provisions of Section 177(10) of the CompaniesAct 2013 and SEBI (LODR) Regulations 2015 is in place. The details of the Whistle BlowerPolicy are explained in the Corporate Governance Report and are also posted on the websiteof the Company.
In addition to the above-mentioned policy the Company has inplace Code of Conduct policy which is laid down based on the Company's valuesbeliefs principles of ethics integrity transparency and applicable laws. TheCompany has zero tolerance to bribery and corruption and is committed to actprofessionally and fairly in all its business dealings.
More details about the Code are given in the Corporate GovernanceReport.
Code of Conduct to Regulate Monitor and Report trading by insiders
In terms of SEBI (Prohibitions of Insider Trading) Regulations 2015the Company has adopted a Code of Conduct to Regulate Monitor and Report Trading byInsiders (Insider Code). Any Insiders (as defined in Insider Code) including designatedemployees & persons and their relatives are inter-alia prohibited fromtrading in the shares and securities of the Company or counsel any person during anyperiod when the "unpublished price sensitive information" are available withthem.
The Insider Code also requires pre-clearance for dealing in theCompany's shares and prohibits dealing in Company's shares by the Directors andthe designated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed.
The Board expresses its sincere gratitude to all the employeescustomers suppliers investors authorities of stock exchange central and stateGovernment departments organisations and agencies for their continued guidance andco-operation. The Directors are grateful to all the valuable Stakeholders DealersVendors Banks and other business associates for their unwavering support and helprendered during the year. The Board looks forward to their continued support in future.The Directors also acknowledged the commitment and valued contribution of all employees ofthe Company.
|For and on behalf of the Board |
|Mr. Gautam M. Jain |
|Chairman & Managing Director |
|Place: Ahmedabad |
|Date: August 20 2020 |