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Metroglobal Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 166.76 Cr. P/BV 0.50 Book Value (Rs.) 272.58
52 Week High/Low (Rs.) 166/69 FV/ML 10/1 P/E(X) 8.72
Bookclosure 19/09/2023 EPS (Rs.) 15.51 Div Yield (%) 1.85
Year End :2018-03 

To,

The Members,

METROGLOBAL LIMITED

Ahmedabad.

The Directors have pleasure in presenting herewith their 26thAnnual 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, 2018.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE):

(Rs. Lacs)

Particulars

2017-18

2016-17

Turnover for the year

33874.88

35214.81

Expenditure for the year excluding Depreciation and Amortization Exp.

31536.26

33300.30

Profit before Depreciation, interest and Amortization Exp.

2338.62

1914.51

Less: Depreciation and Amortization Exp.

18.05

12.55

Profit or Loss after Depreciation and Amortization Exp. Interest But before Tax

2320.57

1901.96

Less: Current Tax

550.00

400.00

Profit or Loss After Tax

1770.57

1501.96

Comprehensive Income

9.50

59.65

Profit or Loss After Tax including Comprehensive Income

1780.07

1561.61

INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate Affairs (MCA), vide its notification dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013,read with Rule 7 of the Companies (Accounts) Rules, 2014.Being applicable, the Company has adopted Ind AS from April 1, 2017 and accordingly, the transition was carried out, from the Indian GAAP as specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (previous GAAP) to Ind AS 101 “First time adoption of Indian Accounting Standards”.

The impact of transition has been recorded in opening reserves as at April 1, 2016 and the periods presented have been restated / reclassified. The reconciliation and descriptions of the effect of the transition from Indian GAAP to Ind AS have been provided in [Note: 27 (1) ] in the notes to accounts in the standalone and consolidated financial statements

DIVIDEND:-

With view to conserve the resources for the requirement of the Company the Board of Directors has not recommended any dividend on the Equity Shares for the year under review ended on 31st March, 2018.

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIR:-

The turnover of the company for the various segments was Rs 33874.88 lacs for the year 2017-18 as against the turnover of Rs.35214.81 lacs during the year 2016-17.

Your Company earned net profit (including Comprehensive Income) as per Ind As-19 of Rs.1780.07 lacs during the year 2017-18 as against the net profit sive Income) as per Ind As-19 of Rs. 1561.61 lacs during the year 2016-17.

The management of the company is hopeful for the better performance in the coming years.

ORDERS BY REGULATORS, COURTS OR TRIBUNALS:

ARBITRATION PROCEEDING

Metroglobal limited has filed Arbitration Proceeding against Huntsman International (India) Private Limited, Mumbai for non payment of total Consideration as per the Master Agreement.

Huntsman International (India) Private Limited, Mumbai has filed arbitration case against the Company for alleged violation of representations and warranties as per the Master Agreement. The above said arbitration proceedings are pending before Arbitration Tribunal.

SUBSIDIARY COMPANIES:-

The Company has only one subsidiary company namely METROCHEM CAPITAL TRUST LIMITED. The Annual Accounts and related documents of the Subsidiary Company 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.

Pursuant to provision of Section 129(3) of the Companies Act, 2013 read with Companies Account Rules 2014, a statement containing salient futures of the Financial Statement of the Companies Subsidiary in Form AOC 1 is attached to the Financial Statement of the Company.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

The Board’s report shall contain a separate section wherein a report on the performance and financial position of each of the subsidiary company included in the consolidated financial statement is presented as per Form AOC-1.

According to the Management the consolidation of Accounts of RIAN Chemicals Private Limited, Tejendra Developers Private Limited and Metro Apptech LLP have not been done as the audit of the said companies are under the process and Management is of further opinion that it is not being material as compared to the size of the Company.

REPORTS ON MANAGEMENT DISCUSSION ANLYSIS 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. The Board of Directors, based on the recommendations of the Committee, formulated CSR Policy encompassing Company’s philosophy for describing its responsibility 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.45.15 lacs and the Company has spent Rs.49.82 lacs during the Current Financial Year. The Excess Payment of Rs.4.67 lacs is paid during the year under the report. The requisite details on CSR activities pursuant to Section 135 of the Act 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.

APPONTMENT /CESSATION OF DIRECTORS OR KMP:-

In terms of section 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) Mr.Rahul G.Jain, (Din No: 01813781) Executive Director of the Company retires by rotation and being eligible, to offer himself for reappointment.

Your Board recommends re-appointment of Mr.Rahul G. Jain, (Din No: 01813781), retiring at the forthcoming AGM of the Company in terms Section 152 of the Act, who in opinion of the Board fulfils the conditions for reappointment specified in the Act and rules made there under.

The Company has received declaration from all independent Directors of the Company to the effect that they meet criteria of Independence as stipulated u/s 149(6) of the Act and applicable regulations of LODR, 2015.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:-

Four 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 Directors’ Report.

AUDIT COMMITTEE:-

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 Directors’ Report. 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 with Regulation 18 of LODR,2015.

BOARD EVALUATION:-

Pursuant to Section 134 (3) (p) and other applicable provisions, if any of the Act and Regulation 17 (10) and other applicable provisions , if any of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”), the performance of the Board and Individual Directors was evaluated by the Board seeking relevant inputs from all Directors. The Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Director. A separate meeting of the Independent Directors was 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.

The performance of the Board as a whole and even Directors individually was found satisfactory.

INDEPENDENT DIRECTORS’ MEETING:-

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 COMMITTEE:-

Four meeting of the Nomination and Remuneration Committee were held during the period under review. The Composition of the Nomination and Remuneration Committee is in accordance with the provisions of Section 178) of Companies Act-2013 with Regulation 19 of LODR,2015.and further details are set out in the Corporate Governance Report forming part of the Directors’ 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.2018 as required by section 92(3) of the Act is annexed as Annexure -4 to this Report Vide Form MGT-9.

DECLARATION BY INDEPENDENT DIRECTORS:-

The following Directors are independent in terms of Section 149(6) of the Act, 2013 :

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 DIRECTORS APPOINTMENT AND REMUNERATION:-

The requisite details as required by Section 134 (3) (e), Section 178 (3) & (4) and Clause 49 of the listing Agreement are Annexed as Annexure-5 to this Report.

LISTING FEES:-

Listing Fees for the year 2018-19 has been paid to the BSE (Stock Exchange) wherein the equity shares of the Company is listed and also paid fees to the Depositories i.e. CDSL. The Annual Fees of the NSDL will be paid on receipt of invoice.

DEPOSITS:-

During the year under review, the Company has neither invited nor accepted / renewed any deposit from the public within the meaning of section 58A & 58AA of the Companies Act, 1956 to be read with 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, 2018 the Company had no unclaimed deposits or interest thereon with all possible riders and therefore all assets including Human Capital is sufficiently insured due to any depositor.

PARTICULARS 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 in receipt 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

STATUTORY AUDITORS:-

AMPAC & Associates, Chartered Accountants, Mumbai (ICAI Firm Registration FRN 112236 w, Membership No: 044062), Chartered Accountants (CAs), Mumbai were appointed as the statutory 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 since 2011 and have completed a term of 4 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 five 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 26th Annual General Meeting till the conclusion of the 27th Annual General Meeting of the Company to be held in the year 2018-19 (subject to ratification of their appointment at every AGM).

AUDITORS’ REPORT:-

The explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor / secretarial auditor in his report shall be given.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended on 31st March, 2018.

SECRETARIAL AUDIT REPORT:-

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2018 given by C.S. Jignesh Shah, Practising Company Secretary is annexed as Annexure-6 to this Report.

As regards observations made in the said Secretarial Audit Report regarding excess payment on CSR activities during the year under review, explanation is given in this Directors’ Report under the heading” Corporate Social Responsibility”. The excess payment to be adjusted against previous year shortfall payment on CSR activities.

RISK MANAGEMENT POLICY:-

The Company has adopted a Risk Management Policy in accordance with the provision of Companies Act, 2013 and Regulation 17 (9) of LODR, 2015. 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, 2018 are given in the Notes forming part of the Financial Statements.

The Company also made investments in schemes of various liquid / mutual funds aggregating to Rs.6359 lacs. (The Scheme of Mutual fund is out of the Perview of Section 186 of Companies Act-2013).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES SECTION 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 are disclosed in Form AOC-2.

PARTICULARS REGARDING CONSERVATION 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 AUDITORS:

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 .

INSTANCES OF FRAUD, IF REPORTED BY THE AUDITORS:-

There has been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act,2013.

MANAGERIAL REMUNERATION:

DISCLOSURE UNDER SECTION 197 (12) AND RULE 5 (1) OF THE COMPANIES ( APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above rules are annexed as Annexure-8 to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:-

The Directors’ 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, 2018, the applicable accounting standards have been followed;

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, 2018 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.

Audit of the Statement of Accounts is in accordance with Generally accepted Accounting Principles as indicated in Report of Statutory Auditors.

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.

ENVIORNMENT, 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 “Zero Environment Incident” organisation. Over the past many years, your company has been progressing well in terms of reducing injury frequency rates and has improved safety records.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN OF WORKPLACE ( PREVENTION 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 Committee at its workplaces to redress complaints received regarding sexual harassment. No complaints have been reported during the financial year 2017-18. 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/-

Place : Ahmedabad Gautam M. Jain

Date :13th August, 2018 Chairman & Managing Director

(DIN 00160167)


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