DIRECTORS
Your Directors have pleasure in presenting their Thirty first Annual Report and the
Audited Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS:
|
2013-14 |
2012-2013 |
|
Rs. |
Rs. |
| Profit before Tax |
27,937,835 |
23,289,869 |
| Less: Tax Expense |
8,667 |
400,000 |
| Profit after Tax |
27,929,168 |
22,889,869 |
| Add: Balance brought forward from |
|
|
| Previous Year |
56,923,797 |
46,385,333 |
| Profit available for Appropriation |
84,852,965 |
69,275,202 |
| Appropriations: |
|
|
| Proposed Dividend |
6,644,220 |
6,644,220 |
| Tax on Distributable Profits |
1,129,185 |
1,129,185 |
| Transfer to Statutory Reserve Fund |
5,586,000 |
4,578,000 |
| Balance to be carried forward |
71,493,560 |
56,923,797 |
|
84,852,965 |
69,275,202 |
OPERATIONS:
During the year, the Company continued its business of investments and granting of
loans and advances. The Company is also actively exploring opportunities to expand its
business.
DIVIDEND:
Your Directors are pleased to recommend payment of a dividend of Rs.15 per share
(150%). The dividend, if approved by the members at the Annual General Meeting, will be
paid to those shareholders whose names stand in the Register of Members of the Company on
the date of the Annual General Meeting.
REQUIREMENT UNDER SECTION 217 OF THE COMPANIES ACT, 1956:
The Company had no employee during the year, covered under Section 217 (2A) of the
Companies Act, 1956.
Provisions of Section 217(1)(e) of the Companies Act, 1956 are not applicable to the
Company, since the Company is an Investment Company.
DIRECTORS:
During the year, Mr. D.N. Mehta, Director, resigned from the Board. The Board places on
record its appreciation of his contribution to the Company during his tenure.
Mr. R. Chandrasekharan retires by rotation at the forthcoming Annual General Meeting
and being eligible, offers himself for re-appointment.
Mr. R. V. Sarma was appointed as Additional Director of the Company in April 2014 and
holds office upto the date of the forthcoming Annual General Meeting. Notice in writing
has been received by the Company from a member signifying his intention to propose the
candidature of Mr. R. V. Sarma for appointment as Director of the Company. The requisite
resolution is being put up for your approval.
SUBSIDIARY COMPANIES:
As required under Section 212 of the Companies Act, 1956, the accounts of the
subsidiaries of the Company are annexed.
DEPOSITS:
The Company has not accepted any public deposit during the year. Hence, no information
is required to be appended to this Report in terms of Non-Banking Financial Companies
Auditors Report (Reserve Bank) Directions, 2008.
AUDITORS:
In accordance with the provisions of the Companies Act, 1956, the Statutory Auditors,
M/s. D. R. Kothari & Co. are being proposed for re- appointment at the forthcoming
Annual General Meeting of the Company.
SECRETARIAL COMPLIANCE CERTIFICATE:
In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance
Certificate) Rules, 2001, the Company has obtained a certificate from a Secretary in Whole
Time Practice confirming that the Company has complied with all the provisions of the Act
and a copy of such certificate is annexed to this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors confirm on the basis of the representations received from the management
that:
(i) In the preparation of annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(ii) They have selected such accounting policies and applied them consistently and made
judgements 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 2013-2014 and
of the Profit of the Company for that period;
(iii) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(iv) They have prepared the annual accounts on a going concern basis.
On behalf of the Board,
S. S. KELKAR
Chairman
Mumbai: 25th August, 2014.
COMPLIANCE CERTIFICATE
(Under sub-section (1) of Section 383 A of the Companies Act, 1956)
To,
The Members,
Macrofil Investments Limited
Neville House,
J. N. Heredia Marg Ballard Estate
Mumbai -400 038.
I have examined the registers, records, books and papers of Macrofil Investments
Limited (the Company) as required to be maintained under the Companies Act, 1956 (the
Act) including applicable provisions of the Companies Act, 2013, the rules made
thereunder and also the provisions contained in the Memorandum and Articles of Association
of the Company for the financial year ended on 31st March, 2014 (financial year). In
my opinion and to the best of my information and according to the examinations carried out
by me and explanations furnished to me by the Company, its officers and agents, I certify
that in respect of the aforesaid financial year:
1. The Company has kept and maintained all registers / records stated in Annexure A
to this certificate, as per applicable provisions of the Act and rules made thereunder and
all entries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure B to this
certificate, with the Registrar of Companies, Regional Director, Central Government,
Company Law Board or other authorities within the time prescribed under the Act and the
rules made thereunder.
3. The Company is a Public Limited Company and has maintained minimum prescribed paid
up capital.
4. The Board of Directors duly met 5 (Five) times on 27th May, 2013, 29th July, 2013,
24th September, 2013, 31st December, 2013 and 25th March, 2014 and in respect of which
meetings proper notices were given and the proceedings were properly recorded and signed
including the circular resolutions in the Minutes Book maintained for the purpose.
5. The Company closed its Register of Members from 12th September, 2013 to 24th
September, 2013 and necessary compliance of Section 154 of the Act has been made.
6. The Annual General Meeting for the financial year ended on 31st March, 2013 was held
on 24th September, 2013 after giving due notice to the members of the Company and the
resolutions passed thereat were duly recorded and signed in the Minutes Book maintained
for the purpose.
7. No Extra Ordinary General Meeting was held during the financial year.
8. The Company has not advanced any loan either to its directors or persons or firms or
companies referred in Section 295 of the Act.
9. The Company has not entered into any contracts falling within the purview of Section
297 of the Act.
10. The Company has made necessary entries in the register maintained under Section
301(3} of the Act.
11. As there were no instances falling within the purview of Section 314 of the Act,
the question of obtaining approvals from the Board of Directors, members or Central
Government, as the case may be, does not arise.
12. The Board of Directors has approved the issue of duplicate share certificates.
13. (i) The Company has delivered all certificates for securities on lodgement thereof
for transfer / transmission or any other purpose in accordance with the provisions of the
Act. There was no allotment of shares during the financial year.
(ii) The Company has declared Dividend on 24th September, 2013 and the amount of
Dividend has been deposited in separate Bank Account on 27th September, 2013, within five
days from the date of declaration.
(iii) The Company has paid / posted warrants for dividends to all the members within a
period of 30 (Thirty) days from the date of declaration and that all unclaimed / unpaid
dividend has been transferred to Unpaid Dividend Account of the Company with the HDFC
Bank Limited on 30th October, 2013.
(iv) The Company has complied with the provisions of the Act relating to transfer of
amounts remaining in un-paid dividend accounts, which have remained un-claimed or un-paid
for a period of seven years to Investor Education and Protection Fund as applicable to it.
(v) The Company has duly complied with the requirements of Section 217 of the Act.
14. The Board of Directors of the Company is duly constituted and the appointments of
Directors and Additional Director have been duly made. During the financial year none of
the Directors was appointed as an Alternate Director. Also, during the financial year no
casual vacancy arose.
15. The Company has not appointed Managing Director/Whole-time Director/Manager during
the financial year.
16. The Company has not appointed any sole-selling agent.
17. The Company was not required to obtain any approvals of the Central Government,
Company Law Board, Regional Director, Registrar and / or such other authorities prescribed
under the various provisions of the Act during the financial year.
18. The Directors have disclosed their interest in other firms / companies to the Board
of Directors pursuant to the provisions of the Act and the rules made thereunder.
19. The Company has not issued any shares, debentures or other securities during the
financial year.
20. The Company has not bought back any shares during the financial year.
21. There was no redemption of Preference Shares or Debentures during the financial
year.
22. There was no transaction necessitating the Company to keep in abeyance rights to
dividend, rights shares and bonus shares pending registration of transfer of shares.
23. The Company has not invited / accepted any deposits including any unsecured loans
falling within the purview of Section 58A of the Act during the financial year.
24. The amount borrowed by the Company during the financial year is within the
borrowing limits of the Company and that necessary resolutions as per Section 293(1)(d) of
the Act have been passed in duly convened general meeting.
25. As the principal business of the Company is the acquisition of shares, stock,
debentures or other securities; the provisions of Section 372A of the Act regarding
inter-corporate loans and investments do not apply to the Company.
26. The Company has not altered the provisions of the Memorandum with respect to
situation of the Companys registered office from one State to another during the
financial year.
27. The Company has not altered the provisions of the Memorandum with respect to the
objects of the Company during the financial year.
28. The Company has not altered the provisions of the Memorandum with respect to name
of the Company during the financial year.
29. The Company has not altered the provisions of the Memorandum with respect to share
capital of the Company during the financial year.
30. The Company has not altered its Articles of Association during the financial year.
31. There was no prosecution initiated against or show cause notice received by the
Company and no fines or penalties or any other punishment was imposed on the Company
during the financial year; for offences under the Act.
32. The Company has not received any money as security from its employees during the
financial year.
33. The provisions of the Employees Provident Fund Act, 1952 are applicable to the
Provident Fund constituted by the Company. The Company, as per Departments Circular No.
F. No. 8/58 (418) /63-PR, need not comply with the provisions of Section 418 of the Act.
The Company has deposited both employees and employers contribution to Provident Fund
with prescribed authorities within stipulated time.
TUSHAR SHRIDHARANI
Practicing Company Secretary
F.C.S. 2690 & CP. No.: 2190
Place : Mumbai
Date : 20th August, 2014.
ANNEXURE - A
Annexure to the Compliance Certificate for financial year 2013-14 of Macrofil
Investments Limited
Registers / Records as maintained by the Company -
Particulars
1. Registers of investments for shares or securities not held in Companys name.
[Section 49]
2. Register of Securities bought back. [Section 77A]
3. Register / Records of nominees for members. [Section 109A]
4. Register of Members and Index. [Section 150 and 151]
5. Copies of Annual Returns. [Section 159]
6. Register of Proxies. [Section 176]
7. Records of Circular Resolutions. [Section 188]
8. Minutes Books for minutes of meetings of the Board of the Directors and Members.
[Section 193]
9. Books of Accounts. [Section 209]
10. Records of Form No. 24 AA. [Section 299(3)(a)]
11. Register of particulars of contracts in which Directors are interested. [Section
301]
12. Register of Directors, Managing Director, Manager and Company Secretary. [Section
303]
13. Register of Directors shareholdings. [Section 307]
14. Register of Renewed and Duplicate Certificates under Rule 7 of the Companies (Issue
of Shares Certificates) Rules, 1960.
15. Records of Dividend.
16. Register of Fixed Assets.
17. Register of Transfer of shares.
18. Register of Investments.
19. Records pertaining to Members Attendance attending their meetings.
20. Records of Power of Attorney / Probate / Letters of Administration / Death
Certificates / Succession Certificates / Mandate instructions received from members.
21. Records of resolutions of which certified copies are issued.
Note: The Company has not maintained the following registers, as there were no entries
/ transactions or events to be recorded therein or applicability of maintenance thereof is
not statutorily compulsory.
| . |
Particulars |
| 1. |
Copies of instruments creating charge on assets of the Company and requiring
registration under the Act. [Sections 125/ 135/ 138] |
| 2. |
Register of Charges. [Section 143] |
| 3. |
Register and Index of Debenture holders. [Section 152] |
| 4. |
Foreign Registers of Members or Debenture holders. [Section 157] |
| 5. |
Register of destruction of records / documents under Rule 4 of the Companies
(Preservation and Disposal of Records) Rules, 1966. |
| 6. |
Register of Deposits under Rule 7 of the Companies (Acceptance of Deposits) Rules,
1975. |
| 7. |
Register of application and allotment of shares. |
| 8. |
Register of sealed documents. |
| 9. |
Register of share warrants. |
TUSHAR SHRIDHARANI
Practicing Company Secretary
F.C.S. 2690 & CP No.: 2190
Place : Mumbai
Date : 20th August, 2014
ANNEXURE-B
Annexure to the Compliance Certificate for financial year 2013-14 of Macrofil
Investments Limited
Forms and Returns as filed by the Company with the Registrar of Companies, Regional
Director, Central Government or other authorities.
| No. Form No. |
Filed under relevant Section of the Act. |
Particulars |
Date of filing |
Whether filed within prescribed time. Yes/No |
If delay in filing whether requisite additional fee paid Yes/N.A. |
| 1. 5 INV |
Pursuant to rule 3 of the Investor Education and Protection Fund (Uploading of
information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012. |
Submission of details of amount of unclaimed and unpaid Dividend as of Annual General
Meeting held on 24th September, 2013. |
20-12-2013 |
Yes |
N.A. |
| 2. 1 INV |
Pursuant to rule 3 of the Investor Education and Protection Fund (Awareness and
Protection of Investors) Rules, 2001. |
Statement of amounts credited to Investor Education and Protection Fund on 20th
September, 2013 for F.Y. 2005-06. |
27-09-2013 |
Yes |
N.A. |
| 3. 23AC/ 23ACA |
220(1) |
Annual Accounts financial year ended 31st March, 2013. |
30-09-2013 |
Yes |
N.A. |
| 4. 66 |
383(A) |
Compliance Certificate of a Practicing Company Secretary for financial year ended 31st
March, 2013. |
30-09-2013 |
Yes |
N.A. |
| 5. 20 B |
159(1) |
Annual Return for the Annual General Meeting held on 24th September, 2013. |
20-11-2013 |
Yes |
N.A. |
| 6. 32 |
303(2) |
Resignation of Mr. Durgesh Mehta as a Director with effect from 25th March, 2014. |
25-03-2014 |
Yes |
N.A. |
TUSHAR SHRIDHARANI
Practicing Company Secretary
F.C.S. 2690 & CP No.: 2190
Place : Mumbai
Date : 20th August, 2014.
+91-9892691696
