DIRECTORS' REPORT TO, THE MEMBERS OF MACRO INTERNATIONAL LIMITED Your Directors have pleasure in presenting herewith the Twenty Second Annual Report along with Audited Financial Statement of the Company for the year ended 31st March, 2015. DIVIDEND With a view to conserve resources for general corporate purposes and working capital requirements, your Director's considered it prudent not to recommend any Dividend for the year under review. OPERATIONS 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 against Rs. 9.17 Lakhs in the Previous Year. Your Directors are making all efforts to improve performance of the Company. DIRECTORS ? In accordance with the provisions of the Companies Act, 2013 read with Articles of Association of the Company, Smt. Parwati Parasrampuria, Director of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment. ? During the year under review Shri Shiv Saran Agarwal, resigned from the position of Independent Directorship with effect from 31st December, 2014. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Independent Director of the Company. ? The Board has appointed Shri Gautam Lhila as an Independent Director to fill the vacancy caused by the resignation of Shri Shiv Saran Agarwal, subject to the approval of the Shareholders at the ensuing Annual General Meeting. SUBSIDIARY COMPANY/ASSOCIATE/JOINT VENTURE COMPANY The Company has no Subsidiary , Associate or Joint Venture Company during the year under review. STATUTORY AUDITORS It is proposed to appoint M/s. Chaudhary Pandiya & Co., Statutory Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility that their re-appointment, if made, would be within the prescribed limits under the Act and that they are 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. SECRETARIAL AUDITOR The Board has appointed M/s. Mahendra Khandelwal & Co., Practising Company Secretaries to conduct Secretarial Audit for the Financial year 2014-15. The Secretarial Audit Report for the Financial Year ended 31st March, 2015 is annexed herewith asAnnexure-Ato this Report. As regards observation in Secretarial Audit Report with respect to filing of Form MGT 14 for registration of resolutions for approval of Annual Accounts and Quarterly Results.the same has been completed. Further, in view of the suspension of normal business operations , the Company could not afford to employ a whole time Company Secretary and Chief Financial Officer .However, if the operations and financial conditions improve in future, it will make necessary appointment of Company Secretary and Chief Financial Officer. MEETINGS OF THE BOARD The Board of Directors duly met 6 (Six) times respectively on 13th May, 2014, 26th May, 2014, 13th August, 2014,14th November, 2014, 31st December, 2014 and 14th February, 2015 during the financial year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. BOARD EVALUATION The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. On the basis of recommendations of the Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board 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 12 of the Companies (Management and Administration) Rules, 2014 in prescribed Form MGT-9 is annexed herewith as Annexure -B to this report. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred from the end of the Financial year 2014-15 till the date of this Report. Further, there was no change in the nature of business of the Company. No significant or material order has been passed by the Regulator or Courts or Tribunals during the Financial year. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All contracts / arrangements / transactions entered by the Company during the Financial year with related parties were in the ordinary course of business and on arm's length basis. Such transactions form part of the notes to the Financial Statements provided in this Annual Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial Statements provided in this Annual Report. RISK MANAGEMENT As the Company did not pursue its main business activities during the year no Risk Management 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 Poddarand Smt. Parwati Parasrampuria as other Members. All the recommendations made by the Audit Committee were accepted by the Board. Vigil Mechanism The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement with the Stock Exchange. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports. Remuneration and Nomination Policy The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board members. The details of this policy are enclosed herewith as Annexure-C. STATUTORY INFORMATION A. PARTICULARS OF EMPLOYEES As there are no commercial operations in the Company, none of the employees of the Company 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 above information as per sub-section (12) of Section 197 of the Companies Act, 2013, read with sub-rule (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being furnished. B. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO As the Company is not engaged in any manufacturing activity, the details relating to Conservation of Energy, Technology Absorption being inapplicable are not required to be given. There have been no earnings and expenditure in foreign currency during the year under review. C. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of Section 134(5) of the Companies Act, 2013, the Directors of the Company state in respect of the year ended 31 st March, 2015 that :- a) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures. b) they have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial year and of the Profit of the Company for that period. c) they have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act for safeguarding the Assets 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 and that such internal controls are adequate and are operating effectively. DEPOSITS 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 to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. ACKNOWLEDGEMENTS The Directors wish to place on record their sincere appreciation of the co-operation received by the Company from the Company's Bankers and other Authorities. The Directors are also thankful to the Shareholders for abiding faith in the Company. Deep appreciation is also acknowledged for the support and hard work put in by the employees of the Company. For and on behalf of the Board (SUDHIR KUMAR PARASRAMPURIA) Chairman & Managing Director DIN:00358982 Date: 14.08.2015 Place: Kanpur |