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Metropoli Overseas Ltd.

BSE: 514456 Sector: Others
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Metropoli Overseas Ltd
NSE 05:30 | 01 Jan Metropoli Overseas Ltd

Metropoli Overseas Ltd. (METROPOLIOVERSE) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 24th Annual Report of your Company togetherwith the Audited Statement of Accounts and the Auditors’ Report of the company forthe financial year ended 31st March 2015

1) FINANCIAL PERFORMANCE:

The summarized financial results for the year ended 31st March 2015 are as under:

(Rs. in Lacs)

Financial Results As on 31.03.2015 As on 31.03.2014
Sales/Other Income 1233.50 2005.18
Profit (Loss) before depreciation interest & taxation (102.44) (39.43)
Depreciation 27.55 63.91
Interest 8.27 20.45
Profit before taxation (138.26) (123.79)
Taxation
Profit (Loss) for the year (138.26) (123.79)
Add: Brought forward from previous year (2623.55) (2499.76)
Profit (Loss) carried to Balance Sheet (2761.81) (2623.55)

2) DIVIDEND:

In view of the loss suffered by the Company your Directors regret their inability torecommend any dividend for the year under review.

3) RESERVES:

As your Company suffered loss this Clause is not applicable.

4) PERFORMANCE AND PROSPECTS:

The total revenue of the Company has decreased from Rs. 2005.18 Lacs to Rs. 1233.39Lacs. The management is committed for presenting better performance of the company in theyear to come by expanding its utilization capacity. The management is also putting moreand more thrust to the quality aspect of the product in order to boost sales. Importanceis also being given to adopt several cost control measures. However due to financialconstraints the management is finding it difficult to operate the plant to its fullcapacity.

5) CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the company during the year underreview.

6) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitments have taken place during the financial year underreview

7) DETAILS OF MATERIALS ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS HAVINGANY IMPACT IN GOING CONCERN STATUS

No material order has been passed by the regulators or courts having any impact ingoing concern status.

8) DETAILS OF INTERNAL FINANCIAL CONTROL WITH RESPECT TO FINANCIAL STATEMENTS

The Company has formulated an Audit Committee which from time to time to review thefinancial results internal financial control auditors independence and performance. TheCompany has also appointed Internal Auditor who perform her duty on the basis of the scopeof work allotted from time to time.

9) DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company has no Subsidiary / Joint Ventures / Associate Companies .

10) DEPOSITS

During the year under review the Company has neither invited nor accepted any depositfrom the public.

11) AUDITORS

Your company’s Auditors M/s. A. K. Kataruka & Co. Chartered Accountantsretire at the ensuring Annual General Meeting and being eligible offer themselves forre-appointment.

12) AUDITORS’ REPORT

Auditors’ observations are duly dealt in the notes on accounts and areself-explanatory.

13) SHARE CAPITAL

AUTHORISED

The Company has authorised share capital comprises of 20000000 equity shares of Rs.10/- each amounting to Rs. 200000000/-.

ISSUED & SUBSCRIBED

The issued & subscribed share capital of the Company comprises of 18592573 equityshares of Rs. 10/- each amounting to Rs. 185925730 /-.

PAID UP

The Paid up share capital of the Company comprises of 11926656 equity shares of Rs.10/- each amounting to Rs. 119266560 /-.

14) EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT-9 is attached herewith.

15) CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

The information relating to conservation of energy technology absorption and foreignexchange earnings and outgo in accordance with the provision of Section 134(5) of theCompanies Act 2013 is enclosed and forms part of this report.

16) DIRECTORS

A. Mr. Ashok Kumar Mohta has been appointed as the Chairman of the Company with effectfrom 01.06.2015.

Mr. Mohan Lal Agarwal retires by rotation and being eligible offer himself forreappointment at the ensuing Annual General Meeting.

The appointment of Mr. Pramod Kedia and Mr. Somnath Ganguly as the independentDirectors of the Company for a period of five years w.e.f. 1st June 2015 is proposed foryour approval.

Mr. Amar Nath Singh ceased to be a director w.e.f. 1st June 2015. Your directors placeon record their appreciation for his contribution to the development of the company.

B. DECLARATION BY AN INDEPENDENT DIRECTOR

All the Independent Directors have submitted their declaration under Section 149(6) ofthe Companies Act 2013.

C. FORMAL ANNUAL EVALUATION

Formal Annual Evaluation by the board and that of its committees and indiviualdirectors of their performance is made on the basis of the overall performance of thecompany in terms of annual turnover profitabilty achievement of the projected result andthe degree of compliance of the applicable Laws to the Company etc in the manner asprovided in Clause VII of Schedule IV and Clause VIII of the Companies Act 2013.

17) NO. OF BOARD MEETINGS

During the Year under review 4(Four) Board Meetings were held as follows

(i) 30.05.2014

(ii) 14.08.2014

(iii) 14.11.2014

(iv) 13.02.2015

18) AUDIT COMMITTEE

The Commitee comprises of all Non Executive Directors wherein there are two independentDirectors as on 31.03.2015

Mr. Praveen Chand

Mr. Ajay Agarwal

Mr. Sunil Kumar Poddar

Mr. Praveen Chand is the chairman of the Committee. The terms of reference of the Auditcommittee are in line with clause 49 of the Listing Agreement.

19) DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

As per the provision of Section 177 of the Companies Act 2013 the Company has toestablish a mechanism for employees and Directors under an able Vigilance Officer toreport to the management about the unethical behaviour actual or suspected fraudviolation of Code of Conduct etc and at the same time to provide adequate safeguardagainst victimization of the employees and Directors. For this purpose the Board ofDirectors of the Company have decided to frame a Vigil Mechanism Policy for efficientfunctioning of the mechanism. The Company is committed to adhere to the highest standardsof ethical moral conduct of business operations.

20) NOMINATION AND REMUNERATION COMMITTEE.

The Company has nomination and remuneration committee which frames remuneration policy.The remuneration policy is directed towards rewarding performance based on achievements onperiodical basis. The remuneration policy is in consonance with the existing industrypractice. No director was paid any remuneration during the year under the report. Nositting fees was paid to any Non Executive Director during the financial year 2014-15 forattending any meeting of the Board of Committee thereof.

21) PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS UNDER SECTION 186

Section 186 of the Companies Act 2013 is not applicable to the Company.

22) PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

The provisions of section 188 (1) of the Companies Act 2013 is not applicable to theCompany.

23) MANAGERIAL REMUNERATION

No remuneration was paid to the Directors and hence the details of percentage increasein the remuneration of each director or in the median remuneration of the employees doesnot arise

The total revenue of the Company for the financial year 2014-15 is Rs. 1233.50 Lacs

The remuneration of the key managerial personnel of the Company is as follows:

Mr. Sumit Chand Rs. 3.00Lacs p.a.
Mrs. Ruhi Agrawal Rs. 1.50 Lacs p.a.

24) SECRETARIAL AUDIT REPORT

The Secretarial Audit Report given by Mr. Debasish Mukhopadhyay the Company Secretaryin practice is attached herewith.

25) CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors A.K. Kataruka & co.CharteredAccountents regarding compliance of conditions of corporate governance as stipulated inClause 49 of the Listing agreement is attached herewith.

26) RISK MANAGEMENT POLICY

The Board of Directors of the Company framed Risk Management Policy to minimise therisk against paucity of fund non recovery of dues delay in implementation of theproduction schedule nonpayment of statutory dues within stipulated period etc. and thesaid policy is monitered at regular intervals.

27) DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors confirm that:

(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same.

(ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable andprudent so as to give a true and fair viewof the state of affairs for the Company at the end of the financial year and of the lossof the Company forthe year.

(iii) They have taken proper and sufficient care for maintenances of adequateaccounting records in accordance with the provisions of the Company

(iv) They have prepared the annual accounts on a going concern basis.

(v) The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively

28) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Comapny has in place an Anti Harassment Policy in line with the requirements of theSexual Harassment of women at the workplace (Prevention Prohibition & Redressal) Act2013. Internal complaints Committee (ICC) has been set up to redress complaints receviedregarding sexual harassment. All employees (permanent contractual temporary trainee)are covered under this policy.

The following is summary of sexual harassment complaints received and disposed offduring each calendar year.

No. of complaints received: Nil

No. of complaints disposed: Nil

29) ACKNOWLEDGEMENT:

The Board wishes to place on record its sincere gratitude to the employees of theCompany for their continued support and hard work. The Board also wishes to place onrecord their sincere thanks to the Company’s Bankers financial institutionsshareholders customers and other business associates for their support. The Board iscommitted to create a bright future for all its stakeholders.

By Order of the Board
S.K. Poddar
(Director)
Place: Kolkata KPP Nair
Dated: 14th August 2015 (CEO)