Macro International Ltd Directors Report.

To,

The Members of

MACRO INTERNATIONAL LIMITED

Your Directors have pleasure in presenting herewith the Twenty Sixth Annual Report along with Audited Financial Statement of the Company for the year ended 31st March, 2019.

FINANCIAL RESULTS

The summarized financial position of the Company for the Financial Year ended 31st March, 2019 as compared to previous year is as under:

Amount

(Rs. in Lakhs)
PARTICULARS 2018-2019 2017-2018
Total Income 30.04 29.91
Profit / (Loss) before Interest and Depreciation (5.96) 1.01
Less: Finance Cost
Less: Depreciation 1.58 1.48
Profit/ (Loss) before Exceptional and Extraordinary items and Tax (7.54) (0.47)
Tax Expenses
(a) Current Tax (0.88) (0.15)
(b) Deferred Tax 10.201 (0.041
Profit/ (Loss) after Tax (8.22) (0.66)
Add: Balance Brought Forward from the Previous Year 109.84 110.50
Surplus/ (Deficit) carried to Balance Sheet 101.62 109.84

TRANSFER TO RESERVES

In view of the unprofitable operations, no amount was required to be transferred to the Reserves during the year under review.

DIVIDEND

In view of the unprofitable operations, your Directors regret their inability to recommend any Dividend for the year under review.

OPERATIONS

During the year under review Total Income of the Company marginally increased from Rs. 29.91 Lakhs to Rs. 30.04 Lakhs. The Net Loss for the

current year stood at Rs. 8.22 Lakhs as against Net loss of Rs. 0.66 Lakhs in the previous year due to higher incidence of administrative expenses.

DIRECTORS

in accordance with the provisions of the Companies Act, 2013 read with Articles of Association of the Company, Smt. Parwati Parasrampuria, Director [DIN: 00359065] of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment. The Company has re-appointed Shri Sudhir Kumar Parasrampuria as the Managing Director of the Company for a further period of three years w.e.f. 7th January, 2019. His re-appointment is subject to the approval of Members at the ensuing Annual General Meeting. Meeting.

Shri Rakesh Panwar was appointed as the Company Secretary (KMP) of the Company w.e.f. 22nd February, 2019.

There has been no other changes in the Board of Directors of the Company during the year under review.

INDEPENDENT DIRECTORS

Shri Manoj Kumar Poddar was appointed as an Independent Director at the Twenty First Annual General Meeting held on 30th September, 2014 for the period of Five years till the conclusion of Twenty Sixth Annual General Meeting and Shri Gautam Lhila was appointed as an Independent Director at the Board Meeting held on 31 st December, 2014 for the period of 5 years w.e.f. 31st December, 2014. The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee and considering their valuable performance had decided to re-appoint them as an Independent Director for second term of 5 (five) consecutive years and same is placed for approval of Members at the ensuing Annual General

DECLARATION FROM INDEPENDENT DIRECTORS

The Company had received the Declarations under Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SUBSIDIARY COMPANY / ASSOCIATE / JOINT VENTURE COMPANY

During the year under review, the Company does not have any Subsidiaries, Joint Venture or Associate Companies

STATUTORY AUDITORS

M/s Om P. Agarwal & Associates, Chartered Accountants, Kanpur were appointed as Statutory Auditors of the Company at the Twenty Fourth Annual General Meeting of the

Company held on 26th September, 2017 for a period of Five years to hold office from the conclusion of that Annual General Meeting till the conclusion of the Twenty Ninth Annual General Meeting in accordance with the provisions of the Companies Act, 2013. However, their appointment was subject to ratification by the Members at every Annual General Meeting. The Auditors have confirmed their eligibility and qualification under Section 141 of Companies Act, 2013 and, therefore, their ratification of appointment as Statutory Auditors for the year 2019-20 is being recommended for approval of Members of the Company at the ensuing AGM.

The observations made by the Auditors in their Report read with notes to the Accounts are self explanatory and do not call for any further explanation.

REPORTING OF FRAUDS BYTHE 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.

SECRETARIAL AUDITOR

The Board has appointed M/s. MKGP & Associates, Company Secretaries, Jaipur to conduct Secretarial Audit for the Financial year 2018-19. The Secretarial Audit Report for the Financial Year ended 31 st March, 2019 is annexed herewith as Annexure-A to this Report. As regards observation in Secretarial Audit, the Managements explanation / comments are asunder:

1. Updation of outcome of Board Meeting on the BSE website

As regards updation of outcome of Board Meetings held on 30th May, 2018,13th August, 2018 and 13th November, 2018, it is clarified that the said Board Meetings were held mainly for the purpose of approval of Audited / Unaudited Annual / Quarterly Financial Results of the Company which were duly informed to BSE Limited and the said results are updated and available for information of stakeholders atthe BSE Website.

2. Updation of data on BSE Website

The Company has made timely compliance with respect to the reporting requirements under the SEBl Listing Regulations and most of the information is available on BSE website and accessible to stakeholders. As the Secretarial

Auditors observation is generic in nature, in the absence of specific observation with respect to deficiency in updation, we are unable to comment on the Secretarial Auditors observation .

3. Date of approval of notice of AGM

The Notice convening the AGM held on 28th September, 2018 was duly approved by the Board of Directors at its Meeting held on 13th August, 2018 and the Board at the said Meeting authorized Shri Sudhir Kumar Parasrampuria, Managing Director of the Company for issuance of the said Notice. The date 1st September, 2018 mentioned in the Notice is the date on which it was actually issued to the Members of the Company pursuant to the approval granted by the Board at its meeting held on 13th August, 2018. In view of the above, no Meeting of the Board of Directors of the Company was held on 1st September, 2018, as observed, therefore, the question of issuance of notice thereof does notarise.

MEETINGS OF THE BOARD

The Board of Directors duly met 6 (Six) times respectively on 30th May, 2018,13th August, 2018,13th November, 2018,29th December, 2018,13th February, 2019 and 22nd February, 2019 during the financial year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of attendance of each Director at respective meetings held during the Financial Year 2018-19 are as under:-

SI. Name of Director No. Total No. of Board

Meetings held

Total No. of Board Meetings attended
1. Shri Sudhir Kumar Parasrampuria 6 6
2. Smt. Parwati Parasrampuria 6 6
3. Shri Manoj Kumar Poddar 6 6
4. Shri Gautam Lhila 6 6

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 2018-19 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.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations.

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 arms length basis. The details of material contracts /arrangements /transactions at arms length basis for the year ended 31 st March, 2019 is annexed hereto and form part of this Report as Annexure C.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186QFTHECOMPANIESACT. 2013

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statement 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 Poddar and Shri Sudhir Kumar Parasrampuria as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

The members of Audit Committee duly met 4 (Four) times respectively on 30th May, 2018, 13th August, 2018,13th November, 2018 and 13th February, 2019 during the financial year under review

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 as other Member. All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

The members of Nomination and Remuneration Committee duly met only once on 29th December, 2018 during the financial year.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Independent Directors namely Shri Gautam Lhila (Chairman), Shri Manoj Kumar Poddar and Shri Sudhir Kumar Parasrampuria as other Members.

The members of Stakeholders Relationship Committee duly met 4 (Four) times respectively on 30th May, 2018,13th August, 2018,13th November, 2018 and 13th February, 2019 during the financial yearunder review

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.

Nomination and Remuneration 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-D

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

Due to continued suspension of main business activities of the Company, the Management is exploring the possibilities of entering into viable business proposition and at opportune time the effective steps will be taken.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings (SS-1) and General Meetings (SS-2).

STATUTORY INFORMATION

A. PARTICULARS OF EMPLOYEES

As there were no significant operations in the Company, none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed subRule (2) of Rule 5 of 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 being indeterminate as such not 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, Foreign Exchange Earnings and Outgo as per Section 134 (3) (m) of the Companies Act, 2013 being inapplicable, hence not provided. There have been no earnings and expenditure in foreign currency during the year under review.

C. DIRECTORS 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 31st March, 2019 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 Loss 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.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. LISTING

The Equity Shares of the Company are presently listed at BSE Limited and the listing fee for the said Stock Exchange is paid upto date.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to Financial Statement. 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 Companys Bankers and other Authorities. The Directors are also thankful to the Shareholders for abiding faith in the Company. Deep appreciation is also acknowledged forthe support and hard work put in by the employees of the Company.

For and on behalf of the Board

Place: Kanpur (SUDHIR KUMAR PARASRAMPURIA)

Date: 12.08.2019 Chairman & Managing Director

DIN:00358982