To
The Members,
MACRO INTERNATIONAL LIMITED
Your Directors have pleasure in presenting the 30th Annual Report of your
Company along with the Audited Statement of Accounts for the year ended March 31, 2023.
1. SUMMARY OF FINANCIAL RESULTS:
(Rupees in Lacs)
| Particulars |
For the financial year ended 31st March, 2023 |
For the financial year ended 31st March, 2022 |
|
(Rs.) |
(Rs.) |
| Revenue from Operation including other income |
360.68 |
21.08 |
| Expenses excluding Depreciation |
356.68 |
21.32 |
| Depreciation and Amortization |
0.79 |
1.46 |
| Profit (Loss) Before Tax |
3.21 |
(1.71) |
| Extraordinary items |
0.00 |
0.00 |
| Current Tax |
0.96 |
0.40 |
| Deferred Tax Adjustment |
(0.60) |
0.39 |
| Profit (loss) After Tax |
1.64 |
(1.71) |
| Net fixed assets |
0.56 |
1.35 |
| Share capital |
398.96 |
398.96 |
| Reserve & Surplus Profit/(Loss) |
118.71 |
117.07 |
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. 21.08/-
Lacs to Rs. 360.68/- Lacs. The Net Profit for the current year stood at Rs. 1.64/- Lacs as
against Net Loss of Rs. 1.72/- Lacs.
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 change in the objects of the Company. Business is being conducted as per
the objectives described in the Memorandum of Association of the Company. There has been
material change in the line or nature of business that the Company is operating in. During
the year the Company has entered in the business of Pharmaceuticals and as a
Pharmaceutical Intermediate.
6. INFORMATION ABOUT SUBSIDIARY/ASSOCIATE COMPANY:
During the year under review, the Company does not have any Subsidiaries, Joint Venture
or 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 there
was no Dividend declared and paid last year.
8. DEPOSITS:
Company has not accepted any deposits from the public, during the year under review.
9. INDIAN ACCOUNTING STANDARDS:
The annexed financial statements for the Financial Year 2022-23 and corresponding
figures for 2021-22 comply in all material aspects with the Indian Accounting Standards
notified under section 133 of the Companies Act, 2013 (the Act), the Companies (Indian
Accounting Standards) Rules, 2015 and other relevant provisions of the Act as modified
from time to time.
10. MATERIAL CHANGES AND COMMITMENTS:
As on the date of this report, there are material changes and commitments affecting the
financial position of the company have occurred. The Company has been Acquired by the new
Promotor ACESO RESEARCH LABS LLP through open offer under the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. There
is change in Management also due to the change in Promotors of the Company. There is a
change in nature of business as the company has entered in the business of
pharmaceuticals, between the end of the financial year to which these financial statements
relate.
11. 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 of
the company and can be accessed at https://meil.co.in.
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013
with respect to Directors Responsibility Statement it is confirmed that-
a. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b. Such accounting policies have been selected and applied consistently and judgments
and estimates have been made 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
loss of the company for that period;
c. Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act for safeguarding the assets of
the 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 control were laid down to be followed and that such internal
financial controls were adequate and were operating effectively.
f. That proper system was devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
13. SHARE CAPITAL:
The Company has 3974070 Equity Shares of Rs. 10 each amounting to Rs. 39740700. During
the year under review, the Company has not issued any shares or any convertible
instruments. The Company has only one class of Equity Share having a par value of Rs.
10/-each holder of share is entitled to one vote per share with same rights. During the
Year 2022-23, the company has not made any issue of equity shares with differential voting
rights, Sweat Equity Shares and employee stock option.
14. LISTING OF SHARES:
Shares of company have been listed on Bombay Stock Exchange.
15. AUDITORS:
a. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made
thereunder, M/s Sathuluri & Co., Chartered Accountants (Firm Registration No.
006383S), were appointed as Statutory Auditors of the Company for a further term of 5
(Five) years to hold office from the conclusion of 29th Annual General Meeting
of the Company held on 30th September, 2022 until the conclusion of the 34th Annual
General Meeting to be held for the financial year 2026-27.
The Report given by M/s. M/s Sathuluri & Co., Chartered Accountants (Firm
Registration No. 006383S), Statutory Auditors on the financial statement of the Company
for the year 2022-2023 is part of the Annual Report. There is no qualification,
reservation or adverse remark or disclaimer in their Report.
During the year under review, the Statutory Auditors had not reported any matter under
Section 143 (12) of the Act, therefore no detail is required to be disclosed to the Boards
Report.
The Report of the Statutory Auditors on the financial statements including relevant
notes on the accounts for the Financial Year ended 31st March, 2023 are self-explanatory
and therefore do not call for any further comments.
b. SECRETARIAL AUDITORS
The Board has appointed M/s Mahendra Prakash Khandelwal & Co., Practicing Company
Secretaries, Jaipur as Secretarial Auditor pursuant to the provisions of Section 204 of
the Companies Act, 2013 for the financial year 2022-2023. The Report of the Secretarial
Auditor is annexed to the Report as per "Annexure I".
EXPLANATION IN RESPONSE TO AUDITORS QUALIFICATIONS
There were no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report.
There were no qualifications, reservations or adverse remarks made by the Secretarial
Auditor in their Secretarial Audit Report.
16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL
MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.
17. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during
the period under review.
18. DIRECTORS /KEY MANAGERIAL PERSONNEL:
a. Independent Directors and their Declaration of Independence
The Board of the Company as on March 31, 2023 consisted of 4 directors out of which 2
are independent directors.
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
b. Composition of Board of Director as on 31st March 2023 and changes during the
year
The Board of the Company as on March 31, 2023 consists of 4 directors out of which 2
are independent directors, one is Whole Time Director and one is non-Executive director.
Re-Appointment of Directors Retiring by Rotation:
The Independent Directors and Whole-Time Director hold office for a fixed period of
five years from the date of their appointment and are not liable to retire by rotation.
Out of the remaining Non-Executive/ Non-Independent Directors, in accordance with the
provisions of the Companies Act and the Articles of Association of the Company, Mrs.
Ravikanti Shailaja (DIN: 07629653) is liable to retire by rotation and being eligible,
offer her candidature for reappointment as Director.
During the year under review
Mr. Sudhir Kumar Parasrampuria (DIN: 00358982) appointed as Managing Director of the
company for a period of 2 years.
Mr. Sudheer Karna Kankanala (DIN: 07591466) appointed as Whole-time director of the
company for a period of 5 years.
Ms. Hemachakrapani Bangaraiahgari (DIN: 09718099) appointed as Non Executive
Independent director of the company for a period of 5 years.
Mr. Birendrakumar Sahoo (DIN: 06737993) appointed as Non Executive Independent director
of the company for a period of 5 years.
Ms. Ravikanti Shailaja (DIN: 07629653) appointed as Non Executive director of the
company.
Mr. Sudhir Kumar Parasrampuria resigned from the designation of Managing Director of
the company 18/10/2022. Mrs. Parwati Parasrampuria resigned from the designation of
Director of the company w.e.f. 18/10/2022.
Mr. Manoj Kumar Poddar resigned from the designation of Director of the company w.e.f.
18/10/2022.
Mr. Gautam Lhila resigned from the designation of Director of the company w.e.f.
18/10/2022.
c. Changes in Composition of the Board of Directors after the end of Financial Year:
Mr. Birendrakumar Sahoo (DIN: 06737993) resigned from the designation of Director of
the company w.e.f. 19/06/2023.
Mr. MAGGIDI VENKATESH (DIN: 06737993) was appointed as Additional Non Executive
Director of the company w.e.f. 10/06/2023.
Mr. Lakshmi Narasimha Anand Kumar Kanuparthi (DIN: 08926738) was appointed as
Additional Non Executive Director of the company w.e.f. 10/06/2023.
Mr. Lakshmi Narasimha Anand Kumar Kanuparthi (DIN: 08926738) resigned from the
designation of Additional Non Executive Director of the company w.e.f. 15/07/2023.
Key Managerial Personnel Changes in the composition of Key Managerial Personnel (other
than Board of Directors):
Mr. Sanjay Sharma resigned from the designation of Chief Financial Officer of the
company w.e.f. 18/10/2022. Mr. Rakesh Panwar resigned from the designation of Company
Secretary & Compliance Officer of the company w.e.f. 18/10/2022. Mr. Kommera Harish
was appointed as the Chief Executive Officer (CEO) of the Company w.e.f. 23/12/2023.
Changes in Composition of the Key Managerial Personnel after the end of Financial Year:
Mr. Mahendra Kumar was appointed as the Company Secretary & Compliance Officer of
the company w.e.f. 19/04/2022.
Mr. Chintalapati Sesha Sai Nikhil was appointed as the Chief Financial Officer (CFO) of
the Company w.e.f. 19/06/2023.
Mr. Kommera Harish resigned from the designation of Chief Executive Officer (CEO) of
the Company w.e.f. 19/06/2023.
Mr. Chintalapati Sesha Sai Nikhil resigned from the designation of Chief Financial
Officer (CFO) of the Company w.e.f. 19/06/2023.
Mr. Balayogiswara Rao Peddinti was appointed as the Chief Financial Officer (CFO) of
the Company w.e.f. 15/07/2023.
19. COMMITTEE DETAILS
Audit Committee
The Audit Committee comprises of Independent Directors namely Shri Birendrakumar Sahoo
(Independent Director and Chairman), Smt. Hemachakrapani Bangaraiahgari (Independent
Director) and Smt. Ravikanti Shailaja (Non-Executive Non-Independent Director) as other
Members. All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Smt. Ravikanti Shailaja
(Chairman), Shri Birendrakumar Sahoo (Independent Director) and Smt. Hemachakrapani
Bangaraiahgari (Independent Director) as other Member. All the recommendations made by the
Nomination and Remuneration Committee were accepted by the Board.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of Smt. Ravikanti Shailaja
(Chairman), Shri Birendrakumar Sahoo (Independent Director) and Smt. Hemachakrapani
Bangaraiahgari (Independent Director) as other Member. All the recommendations made by the
Nomination and Remuneration Committee were accepted by the Board.
20. VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in
terms of the Listing Regulations 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.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
a. Conservation of energy:
The operations of the Company involve low energy consumption. The Company has ensured
that 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 31.03.2023 |
As on 31.03.2022 |
| a) Earnings in foreign exchange |
Nil |
Nil |
| b) Expenditure / outgo in foreign exchange (Travelling) |
Nil |
Nil |
22. MEETINGS
During the financial year 2022-23, following meetings were convened:
Board Meetings
| S. No. |
Date of Board Meeting |
Boards Strength |
No. of Directors Present |
| 1. |
30/05/2022 |
4 |
4 |
| 2. |
11/08/2022 |
4 |
4 |
| 3. |
08/09/2022 |
4 |
4 |
| 4. |
18/10/2022 |
4 |
4 |
| 5. |
14/11/2022 |
4 |
4 |
| 6. |
23/12/2022 |
4 |
4 |
| 7. |
28/01/2023 |
4 |
4 |
| 8. |
14/02/2023 |
4 |
4 |
| Audit Committee Meetings |
| S. No. |
Date of Meeting |
Strength of Members |
No. of Members Present |
| 1. |
30/05/2022 |
3 |
3 |
| 2. |
11/08/2022 |
3 |
3 |
| 3. |
08/09/2022 |
3 |
3 |
| 4. |
14/11/2022 |
3 |
3 |
| 5. |
14/02/2023 |
3 |
3 |
| Nomination & Remuneration Committee Meetings |
| S. No. |
Date of Meeting |
Strength of Members |
No. of members present |
| 1. |
01/09/2022 |
3 |
3 |
| 2. |
16/12/2023 |
3 |
3 |
| Independent Directors Meeting |
| S. No. |
Date of Meeting |
Strength of Members |
No. of members present |
| 1. |
20/02/2023 |
2 |
2 |
Stakeholder Relationships Committee Meeting
| S. No. |
Date of Meeting |
Strength of Members |
No. of members present |
| 1. |
01/09/2022 |
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 |
30-09-2022 |
1194 |
15 |
| 2. |
Extra Ordinary General Meeting |
19-01-2023 |
1183 |
23 |
23. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
The Company has formulated a Board Evaluation template for performance evaluation of
the Independent Directors, the Board, its Committees and other individual Directors which
includes criteria for performance evaluation of the Non-Executive Directors and Executive
Directors.
The formal Board evaluation as mandated under the Companies Act and Listing Regulations
has been carried out during the year.
24. SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION:
There was no instance of one-time settlement with any Bank or Financial Institution.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an appropriate Policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment
of its employees.
During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The company has established a vigil mechanism for grievances redressal of director and
employees of the company which will help in reporting genuine concerns or grievances of
directors and employees.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As the Company does not fall under the class of companies as prescribed under Section
135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to
Corporate Social Responsibility is not applicable to the Company.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Particulars of Loan given, Investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in standalone financial statement.
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements entered into by the Company with related
parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including
certain arms length transactions under the proviso thereto have been disclosed in Form
No. AOC -2, as Annexure -II.
30. MANAGERIAL REMUNERATION:
There is no remuneration paid to directors.
31. RISK MANAGEMENT POLICY:
The Company has its Risk Management Policy to identify and deal with the risks and
threats that could impact the organization. Risk Management Policy is available for
inspection at the Registered Office of the Company during business hours on any working
day.
32. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has proper place and adequate internal control systems commensurate with
the nature of its business, and size and complexity of its operations. Internal control
systems comprising of policies and procedures are designed to ensure reliability of
financial reporting, timely feedback on achievement of operational and strategic goals,
compliance with policies, procedure, applicable laws and regulations, and all assets and
resources are acquired economically, used efficiently and adequately protected.
33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS
OPERATIONS IN FUTURE:
There were no orders passed by the regulators or courts or tribunals impacting the
going concern status and companys operations in future.
34. OTHER DISCLOSURES AND STATUTORY INFORMATION:
a. Policies and code adopted by the Company
The Board of Directors has from time to time framed and approved policies as required
by the SEBI LODR Regulations as well as under the Companies Act, 2013. These policies will
be reviewed by the Board at periodic intervals. Some of the key policies that have been
adopted are as follows
- Code for Disclosure of Unpublished Price Sensitive Information
- Code of Conduct for Insider Trading
- Policy on Related Party Transactions
- Code of Conduct for Directors and Senior Management Personnel
- Whistle Blower Policy
35. HUMAN RESOURCES MANAGEMENT
We firmly believe that employee motivation, development and engagement are key aspect
of good human resource management. We provide several forums and communication channels
for our employees to not only share their point of view and feedback related to our
business, but also share feedback self-development and career advancement. These forums
have helped us to identify and implement a number of structural changes during the year
under review.
36. ACKNOWLEDGEMENTS:
An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation
and hard work the Company was able to achieve the results.
|
|
By order of the Board |
|
|
For MACRO INTERNATIONAL LIMITED |
|
|
CIN: L74120UP1993PLC015605 |
| Date: 18.08.2023 |
|
|
| Place: Hyderabad |
|
|
|
Sd/- |
Sd/- |
|
SUDHEER KARNA KANKANALA |
RAVIKANTI SHAILAJA |
|
Whole Time Director |
Director |
|
DIN: 07591466 |
DIN: 07629653 |
+91-9892691696
