macro international ltd share price Directors report

To

The Members,

MACRO INTERNATIONAL LIMITED

Your Directors have pleasure in presenting the 29^th Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31, 2022.

1. SUMMARY OF FINANCIAL RESULTS:

 

(Rupees in hundred)

Particulars	For the financial year ended 31st March, 2022	For the financial year ended 31st March, 2021
	(Rs.)	(Rs.)
Revenue from Operation including other income	21,078	20,308
Expenses excluding Depreciation	21,328	17,951
Depreciation and Amortization	1,456	1,546
Profit (Loss) Before Tax	(1,706)	811
Extraordinary items	0.00	0.00
Current Tax	400	384
Deferred Tax Adjustment	395	175
Profit (loss) After Tax	(1,711)	602
Net fixed assets	1,353	5,311
Share capital	398,961	398,961
Reserve & Surplus Profit/(Loss)	117,073	118,658

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. 2030800 to Rs. 2107800. The Net loss for the current year stood at Rs 171100 as against Net Profit of Rs 60200 in the previous year due to higher incidence of administrative expenses.

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 no 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 no material change in the line or nature of business that the Company is operating in.

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. MATERIAL CHANGES AND COMMITMENTS:

As on the date of this report, no material changes and commitments affecting the financial position of the Company have occurred, between the end of the financial year to which these financial statements relate.

10. 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.

11. 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 controls 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.

12. 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 2021-22, the company has not made any issue of equity shares with differential voting rights, Sweat Equity Shares and employee stock option.

13. LISTING OF SHARES:

Shares of company have been listed on Bombay Stock Exchange.

14. AUDITORS:

a. Statutory Auditors:

In accordance with Sec 139 of the Companies Act, 2013, M/s SATHULURI & CO, Chartered Accountants (FRN:006383S) shall be appoint as Statutory Auditors of the Company at the ensuing Annual General Meeting of the Company to be held on 30^th September, 2022 for a period of Five years to hold office from the conclusion of 29^th Annual General Meeting till the conclusion of the 34^th Annual General Meeting in accordance with the provisions of the Companies Act, 2013

REPORTING OF FRAUDS BY THE AUDITOR

No Material Frauds by the Company or on the Company by its officers or employees has been noticed or reported during the course of our Audit as per Section 143(12) of the Companies Act, 2013.

b. Statutory Auditors Report:

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self-explanatory and therefore do not call for any further comments under Section 134 (3)(f) of the Companies Act, 2013.

The Auditors of the Company have not raised any queries or made any Qualifications on the Accounts adopted by the Board which were then audited by them.

c. Secretarial Auditor:

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed M/^s* MKGP & Associates., a firm of Company Secretaries in Practice, as the Secretarial Auditor of the Company for the financial year 2021-22.

d. Secretarial Audit Report

The Secretarial Audit Report is annexed to this Board report as Annexure-I.

15. DIRECTORS /KEY MANAGERIAL PERSONNEL:

a. Independent Directors and their Declaration of Independence

The Board of the Company as on March 31, 2022 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 31^st March 2022 and changes during the year

The Board of the Company as on March 31, 2022 consist of 4 directors out of which 2 are independent directors, one is Managing Director and one is non-Executive director.

Tenure of Mr. Sudhir Kumar Parasrampuria (DIN: 00358982) Managing Director of the company is expired. He is eligible to be re-appoint in the ensuing Annual General Meeting of the company to be held on September 30, 2022.

c. Changes in the composition of Key Managerial Personnel (other than Board of Directors):

There are no changes in the composition of Key Managerial Personnel during the financial year 2021-22.

16. COMMITTEE DETAILS Audit Committee

The Audit Committee comprises of Independent Directors namely Shri Gautam Lhila (Independent Director and Chairman), Shri Manoj Kumar Poddar (Independent Director) and Shri Sudhir Kumar Parasrampuria (Executive 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 Shri Gautam Lhila (Chairman), Shri Manoj Kumar Poddar (Independent Director) and Smt. Parwati Parasrampuria (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 Independent Directors namely Shri Gautam Lh1la (Independent Director and Chairman), Shri Manoj Kumar Poddar (Independent Director} and Shri Sudhir Kumar Parasrampuria (Executive Director) as other Members.

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.

17. 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 31.03.2022	As on 31.03.2021
a) Earnings in foreign exchange	Nil	Nil
b) Expenditure / outgo in foreign exchange (Travelling)	Nil	Nil

18. MEETINGS

During the financial year 2021-22, following meetings were convened:

? Board Meetings

S. No.	Date of Board Meeting	Boards Strength	No. of Directors Present
1.	30/06/2021	4	4
2.	12/08/2021	4	4
3.	01/09/2021	4	4
4.	10/11/2021	4	4
5.	08/02/2022	4	4

? Audit Committee Meetings

S. No.	Date of Meeting	Strength of Members	No. of Members Present
1.	30/06/2021	3	3
2.	12/08/2021	3	3
3.	10/11/2021	3	3
4.	08/02/2022	3	3

? Nomination & Remuneration Committee Meetings

S. No.	Date of Meeting	Strength of Members	No. of members present
1.	25/08/2021	3	3

? Independent Directors Meeting

S. No.	Date of Meeting	Strength of Members	No. of members present
1.	23/02/2022	2	2

? Stakeholder Relationships Committee Meeting

S. No.	Date of Meeting	Strength of Members	No. of members present
1.	25/08/2021	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	27-09-2021	1161	15

19. 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.

20. 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.

21. 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.

22. 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.

Therefore, Company is not liable to contribute towards Corporate Social Responsibility.

23. 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.

24. 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.

25. MANAGERIAL REMUNERATION:

There is no remuneration paid to directors.

26. 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.

27. 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.

28. GREEN INTIATIVES:

Electronic copies of the Annual Report 2021-22 and the notice of 29^th AGM are sent to all members whose e-mail address is registered with the company/depository participants. For members who have not registered their email address, physical copies are sent in the permitted mode.

29. 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.

30. OTHER DISCLOSURES AND STATUTORY INFORMATION:

a. Compliance with Secretarial Standards

The Company complies with applicable secretarial standards.

b. 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:

S Code for Disclosure of Unpublished Price Sensitive Information S Code of Conduct for Insider Trading S Policy on Related Party Transactions

S Code of Conduct for Directors and Senior Management Personnel S Whistle Blower Policy

31. 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.

32. Impact of COVID-19

The Company has activated as per Business Continuity Policy and Crisis Management Framework to manage the impact of ongoing COVID-19 flu pandemic. Different measures are in place to safeguard health and safety of employees, maintain operation of assets and other business activities, avoid financial distress/default and secure best possible financial outcome in the given circumstance.

Further, the prolonged country-wide lockdown, global economic downturn and associated disruption of demand and supply chains, had a major impact on the Company. In light of the rapid evolving and dynamic situation causing unprecedented challenges for almost all enterprises, the Board of directors of the company needs to respond and assess whether the actions they are taking. Complying with the governments directives on social distancing and striving to run business as usual, company is making the best of this unprecedented situation and taking care of the proper health and hygiene of the members and all other employees working in this situation.

33. 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: 08.09.2022
Place: Kanpur
	Sd/-	Sd/-
	SUDHIR KUMAR PARASRAMPURIA	PARWATI PARASRAMPURIA
	Managing Director	Director
	DIN: 00358982	DIN: 00359065