DRECTORS REPORT TO, THE MEMBERS, METROGLOBAL LIMITED Your Directors have pleasure in presenting herewith their 23rdAnnual Report on the business and operation of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31st March, 2015. DIVI DEND:- Due to Implementation of Companies Act-2013 w.ef. 1st April 2014, the Government of India has issued a guidance Note to set off the prior period loss and then to distribute the dividend vide Notification Number 1/31/ 2013-clv dated 12/06/ 2014 to be read with Companies Declaration and Payment of Dividend Amendment Rules-2014 . Considering this Your Company is in a process to set off the prior period losses against the current period profits. In view of this your Directors do not recommend the Dividend. BR EF DESCR PTION OF THE COMPANY'S WORKINGDURNG THE YEAR/STATE OF COMPANY'S AFFAIR - The turnover of the company for the various segments was Rs. 38190.73 lacs for the year 2014-15 as against the turnover of Rs. 27654.82 lacs during the year 2013-14. Your Company earned net profit of Rs. 2353.07 lacs during the year 2014-15 as against the net profit of Rs. 2295.58 lacs during the year 2013-14. The management of the company i s hopeful for the better performance i n the com ng years. ORDERS BY REGULATORS, COURTS OR TRIBUNALS: SPECIAL LEAVE PETITION (CIVIL) NO 22679 OF 2013 IN THE SUPREME COURT OF INDIA , DEPARTMENT OF INCOME TAX v/s METROCHEM INDUSTRIES LIMITED. The Honourable Supreme Court of India on 15/ 04/ 2015 passed the order and dismssed the Special Leave Petition filed by Department of Income tax. DETAILS OF SUBSIDIARY COMPANIES- In terms of the General Exemption under Section 212 (8) of the Companies Act,1956 granted by the Ministry of Corporate Affairs vide its circular no.02/ 2011 dated 8th February,2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts and the Auditors 'Report thereon for the financial year ended 31st March,2015 along with the Reports of the Board of Directors of the Company' subsidiary has not been annexed with the Balance Sheet of your Company. The Annual Accounts and related documents of the Subsidiary Company Metrochem Capital Trust Limited shall be made available for inspection at the Registered Office of the Company. The same will also be made available upon request by any member of the Company interested in obtaining the same As directed by the said circular, the financial data of the Subsidiary has been furnished under Subsidiary Companies Particulars forming part of the Annual Report. Further Pursuant to Accounting Standard As-21 issued by the Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiaries. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT: The Boards report shall contain a separate section wherein a report on the performance and financial position of each of the subsidiaries included in the consolidated financial statement is presented. REPORTS ON MANAGEMENT DISCUSSION ANLYSS AND CORPORATE GOVERNANCE - As required under the listing Agreement with Stock Exchanges ("Listing Agreement"), management discussion and corporate governance report are annexed as Annexure- 1 and Annexure -2 respectively to this Report. CORPORATE SOCIAL RESPONSIBILITY (CSR):- Pursuant to the provisions of section 135 of the Companies Act,2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) rules 2014, the Company has constituted a CSR Committee vide resolution passed by the Board dated 27/05/ 2014 and Shri GautamMJain is the Chairman of the Committee, Shri Nlesh RDesai and Shri Rahul GJain are the members of the Committee. The Board of Directors, based on the recommendations of the Committee, formulated CSR Policy encompass ng Company' philosophy for describing its responsbility as a Corporate Citizen , laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the Community at large. The amount required to be spent on CSR activities during the year under report in accordance with the provisions of Section 135 of the Act is Rs. 49.34 lacs and the Company has spent Rs. 26.71 lacs during the Current Financial Year. The Shortfall of Rs. 22.63 lacs in the spend during the year under the report is intended to be utilized in a phased manner in future, upon identification of suitable projects within the Company' CSRpolicy. The requisite details on CSR activities pursuant to Section 135 of the Act and attached as per annexure attached to the Companies ( Corporate Social Responsibility Policy ) Rules, 2014 are annexed as Annexure-3 to this Report. DI RECTORS:- During the year Mr.Rahul GJain, Director of the Company retires by rotation and being eligible offer himself for reappointment. Brief resume of the Director proposed to be appointed/reappointed nature of their expertise and details as stipulated under Clause 49 of the Listing Agreement are provided in the Notice for convening Annual General Meeting forming part of the Annual Report NUMBER OF MEETINGS OF THE BOARD OF D RECTORS- Five meeting of the Board of Directors were held during the period under review and further details are set out in the Corporate Governance Report forming part of the Drectors' Report. AUDIT COMMTTEE- Four meeting of the Audit Committee were held during the period under review and further details are set out in the Corporate Governance Report forming part of the Drectors' Report. In Line with the Companies Act-2013 the Board of Directors of the Company vide its meeting dated 27/ 05/ 2014 revised the terms of reference of Audit Committee and same was approved by the Audit Committee too. The Board undertake and confirms in true spirit that the Composition of the Committee is in accordance with the provisions of Section 177(2) of Companies Act-2013. BOARD EVALUATI ON Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance of the Board and individual Directors was evaluated by the Board seeking relevant inputs from all the Directors. The Nomination and Remuneration committee (NRC) reviewed the performance of the individual Director. A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chair-person of the Company. NDEPENDENT DI RECTORS'MEETI NG:- The performance of the members of the Board, the Board levels Committees and the Board as a whole was evaluated at the meeting of the independent Directors of the Company. The Proper Records of the Minutes to this effect is maintained. NOMINATION AND REMUNERATION COMMTTEE- Four meeting of the Nomination and Remuneration Committee were held during the period under review and further details are set out in the Corporate Governance Report forming part of the Drectors 'Report. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES- Your company recognizes the value of the transparency and accountability in its administrative and management practices. Your Company has established the said Mechanism since long. According to the Provisions of Section 177(9) to be read with 177(10) the Company has established the same since long. The Company promotes the ethical behaviour in all its business activities. The Company has adopted the Whistle Blower Policy and vigil Mechanism in view to provide a mechanism for the Directors and employees of the company to approach Audit Committee of the Company to report existing /probable violation of laws, rules, regulations or unethical conduct. EXTRACT OF THE ANNUAL RETURN: - Extract of the Annual Return for the Financial Year ended on 31st March.2015 as required by section 92(3) of the Act is annexed as Annexure -4 to this Report Vide Form MGT-9. DECLARATION BY INDEPENDENT D RECTORS- The following Directors are independent in terms of Section 149(6) of the Act and Clause 49 of the listing Agreement: 1. Shri Sandeep S.Bhandari. 2. Shri Nilesh R.Desai The company has received requisite declarations/ confirmations from all the above directors confirming their independence, POLICY ON D RECTORS APPO NTMENT AND REMUNERAT ON: - The requisite details as required by Section 134 (3) (e), Section 178 (3) & (4) and Cause 49 of the listing Agreement are Annexed as Annexure-5 to this Report. DEPOSI TS:- During the year under review, the Company has neither invited nor accepted / renewed any deposit from the public within the meaning of Section 73 to 76 of Companies Act-2013 to be read with Rules framed and notified there under. and rules made there under and as on March 31, 2015 the Company had no unclaimed deposits or interest thereon due to any depositor. PARTI CULARS OF EMPLOYEES: - During the year under review. no employee of the Company is employed throughout the financial year and in receipt of Rs 60 lacs or more , or employed for part of the year and inrecept of Rs.5 lakhs or more a month, under Rule 5 (2) of Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014. INSURANCE:- During the year all insurable interests of the Company including inventories, building, equipment and others to the extent necessary were/are adequately insured. AUDI TORS- AMPAC& Associates, Chartered Accountants, Mumbai (ICAI Frm Registration FFRN 112236 w, Membership No: 044062 ), Chartered Accountants (CAs), Mumbai were appointed as the auditors of the Company at the 22nd Annual General Meeting (AGM) of the Company held on Tuesday, 30th September, 2014 have been the Auditors of the Company si nce 2011 and have completed a term of 3 years. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of the Act to comply with this requirement. In accordance with Section 139 of the Act, Members are requested to ratify the appointment of the Auditors for the balance term to hold office the conclusion of 23rd Annual General Meeting till the conclusion of the 25th Annual General Meeting of the Company to be held in the year 2016-17 (subject to ratification of their appointment at every AGM). AUDI TORS'REPORT:- The explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor / secretary al auditor in his report shall be given. There are no qualifications, reservat ions or adverse remarks or disclaimers made by t he Auditors in their report on t he Financial Statements of the Company for the Financial Year ended on 31st March,2015. SECRETARIAL AUDIT REPORT- Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March,2015 given by CS Jignesh A. Shah, Practicing Company Secretary is annexed as Annexure-6 to this Report. As regards observations made in the said Secretarial Audit Report regarding Shortfall in the spend on CSR activities, explanation is given in this Drectors' Report under the heading " Corporate Social Responsibility". RISK MANAGEMENT POLICY The Company has adopted a Rsk Management policy in accordance with the provision of Companies Act 2013 and Cause 49 of Listing Agreement. It established various level of accountability and overview within the company, while vesting identified manager with responsibility for each significant risk. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT- Particulars of loans given and of the investments made by the Company as on 31st March, 2015 are given in the Notes forming part of the Financial Statements. The Company also made investments in schemes of various liquid mutual funds as on 31st March, 2015 aggregating to Rs. 3985.87 lacs. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:- 188 The particulars of every contract or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form ACC2. PARTICULARS REGARD NG CONSERVAT ON OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS / OUTGO:- Additional information on conservation of energy technology absorption, foreign exchange earnings and outgo as required, to be disclosed in terms of section 134 of the Act, read with The Companies (Accounts) Rules, 2014 is annexed as Annexure-7 to this Report. COST AUDI TORS: As per the requirements of Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules,2014 the Cost Audit is not applicable to the Company. I NSTANCES OF FRAUD, I F ANY REPORTED BY THE AUDI TORS: There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013. MANAGER AL REMUNERAT ON: DISCLOSUREUNDER RULE 5 (2) AND 5 (3) OF THE COMPAQ ES(APPONTTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,2014 The requisite details relating to remuneration of the specified employees covered under the above rules are annexed as Annexure-8 to this Report DIRECTORS' RESPONSIBILITY STATEMENT:- The Drectors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— a) in the preparation of the annual accounts for financial year ended 31st March, 2015, the applicable accounting standards have been followed and there is no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year; c) the Directors 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) the Directors have prepared the annual accounts for the financial year ended 31st March, 2015 on a going concern basis. e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:- The Company has in place adequate internal financial controls with reference to financial Statements , during the period under review , such control were tested and no reportable material weakness in the design or operation was observed. ENVIRONMENT; HEALTH, SAFETY AND SOCIAL RESPONSIBILITY Your Company is committed in maintaining the highest standards of environment compliances and therefore adopted a systematic approach towards environment management by embedding a vision of being an Injury Free'and Tero Environment Incident' organisation. Cver the past many years, your Company has been progressing well in terms of reducing injury frequency rates and has improved the safety records. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal Complaints Committees at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2014-15. All employees (permanent, contractual, temporary, trainees) are covered under this policy. ACKNOWLEDGMENT:- Your Directors place on record their sincere thanks to the Banks, Central and State Governments for their continuous support and contribution to the company. The Directors also express their gratitude to the Shareholders for the confidence reposed in the Management of the Company. For and on behalf of the Board Sd/- Gautam ML Jain Chairman & Managing Director DIN00160167) Pace : Ahmedabad Date :13th August, 2015 |