Directors Report of Macro International Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting herewith the Twenty Second Annual Report along with Audited Financial Statement of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

The summarized financial position of the Company for the Financial Year ended 31st March, 2015 as compared to previous year is as under:

Amount (Rs. in Lacs)

PARTICULARS 2014-2015 2013-2014

Total Income 33.13 34.02

Profit / (Loss) before Interest and Depreciation 6.12 12.67

Less: Finance Cost -- --

Less: Depreciation 1.09 0.92

Profit/ (Loss) before Exceptional and 5.03 11.75 Extraordinary items and Tax

Less: Current Tax 1.90 2.65

Add: Deferred Tax 15.30 0.07

Profit after Tax 18.43 9.17

Add: Balance Brought Forward from the 90.73 81.56 Previous Year

Surplus/ (Deficit) carried to Balance Sheet 109.16 90.73

DIVIDEND

With a view to conserve resources for general corporate purposes and working capital requirements, your Director's considered it prudent not to recommend any Dividend for the year under review.

OPERATIONS

During the year under review Total Income of the Company marginally declined from Rs. 34.02 Lakhs to Rs. 33.13 Lakhs. Net Profit for the year stood at Rs. 18.43 Lacs as against Rs. 9.17 Lakhs in the Previous Year. Your Directors are making all efforts to improve performance of the Company.

DIRECTORS

* In accordance with the provisions of the Companies Act, 2013 read with Articles of Association of the Company, Smt. Parwati Parasrampuria, Director of the Company retires by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

* During the year under review Shri Shiv Saran Agarwal, resigned from the position of Independent Directorship with effect from 31st December, 2014. The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Independent Director of the Company.

* The Board has appointed Shri Gautam Lhila as an Independent Director to fill the vacancy caused by the resignation of Shri Shiv Saran Agarwal, subject to the approval of the Shareholders at the ensuing Annual General Meeting.

SUBSIDIARY COMPANY/ASSOCIATE/JOINT VENTURE COMPANY

The Company has no Subsidiary , Associate or Joint Venture Company during the year under review.

STATUTORY AUDITORS

It is proposed to appoint M/s. Chaudhary Pandiya & Co., Statutory Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re- appointment.

The observations of Auditors in their Report read with notes to the accounts are self- explanatory and do not call for any further clarification or explanation.

SECRETARIAL AUDITOR

The Board has appointed M/s. Mahendra Khandelwal & Co., Practising Company Secretaries to conduct Secretarial Audit for the Financial year 2014-15. The Secretarial Audit

Report for the Financial Year ended 31st March, 2015 is annexed herewith as Annexure- A to this Report. As regards observation in Secretarial Audit Report with respect to filing of Form MGT 14 for registration of resolutions for approval of Annual Accounts and Quarterly Results, the same has been completed. Further, in view of the suspension of normal business operations , the Company could not afford to employ a whole time Company Secretary and Chief Financial Officer .However, if the operations and financial conditions improve in future, it will make necessary appointment of Company Secretary and Chief Financial Officer.

MEETINGS OF THE BOARD

The Board of Directors duly met 6 (Six) times respectively on 13th May, 2014, 26th May, 2014, 13th August, 2014,14th November, 2014, 31st December, 2014 and 14th February, 2015 during the financial year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

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 2014-15 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.

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 arm's length basis. Such transactions form part of the notes to the Financial Statements provided in this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial Statements 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 Smt. Parwati Parasrampuria as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement 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.

Remuneration and Nomination 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-C.

STATUTORY INFORMATION

A. PARTICULARS OF EMPLOYEES

As there are no commercial operations in the Company, none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under sub-rule (2) of Rule 5 of the 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 is not being 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 being inapplicable are not required to be given. There have been no earnings and expenditure in foreign currency during the year under review.

C. DIRECTOR'S 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 31 st March, 2015 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 Profit 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.

DEPOSITS

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to Financial Statements. 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 Company's Bankers and other Authorities. The Directors are also thankful to the Shareholders for abiding faith in the Company. Deep appreciation is also acknowledged for the 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: 14.08.2015 Chairman & Managing Director DIN:00358982

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the Twenty First Annual Report along with Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The summarized financial position of the Company for the financial year ended 31st March, 2014 as com pared to previous year is as under:

Amount (Rs. in Lacs)

2013-2014 2012-2013

Total Income 34.02 134.58

Profit before Depreciation & Financial Charges 12.67 16.94

Less: Depreciation 0.92 1.67

Less: Financial Charges - -

Profit before Exceptional and Extraordinary Items and Tax 11.75 15.27

Add: Extraordinary Items - 0.36

Profit before Tax 11.75 (15.63)

Less: Tax Expenses

Current Tax 2.65 38.40

Earlier Tax - 0.41

Add: Deferred Tax 0.07 0.24

Profit after Tax 9.17 (22.94)

Add: Balance brought forward from previous year 81.55 104.49

Surplus/(Deficit) carried to Balance Sheet 90.72 81.55

DIVIDEND

With a view to conserve resources for general corporate purposes and working capital requirements, your Directors considered it prudent not to recommend any dividend for the year under review.

OPERATIONS

During the year under review, the Total Income of the Company declined from Rs. 134.58 in the preceding to Rs. 34.02 Lacs in the current year. Net Profit stood at Rs. 9.17 Lacs in the current year as against Net Loss of Rs. 22.94 Lacs in the preceding year. Your Directors are making constant efforts to improve the performance of the Company.

AUDITORS

The term of the present Auditors of the Company, M/s Choudhary Pandiya & Co., Chartered Accountants, expires at the conclusion of the ensuing Annual General Meeting and being eligible they have offered themselves for re-appointment.

The Auditors observations read with notes to the accounts are self explanatory and do not call for any further clarification or explanation.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the Company Smt. Parwati Parsrampuria Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

In compliance with the provisions of Section 149 of the Companies Act, 2013 your company is seeking appointment of Shri Manoj Kumar Poddar and Shri Shiv Saran Agrawal as Independent Directors of the Company.

The Board has re-appointed Shri Sudhir Kumar Parasrampuria as Managing Director of the Company for a further period of five years with effect from 7th January, 2014 and the matter is placed for approval of members at the ensuing Annual General Meeting.

STATUTORY INFORMATION

A. PARTICULARS OF EMPLOYEES

As none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed, particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended are not required to be given.

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 Conservation of Energy, Technology Absorption being inapplicable are not required to be given. There have been no earnings and expenditure in foreign currency during the year under review.

C. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors of the Company state in respect of the year ended 31st March, 2014 that:-

a) In 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 Profit of the Company for that year.

c) 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.

d) They have prepared Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate Section forming part of the Annual Report.

LISTING INFORMATION

The Equity Shares of the Company are presently listed at BSE Limited, Mumbai, U.P. Stock Exchange Limited, Kanpur and Delhi Stock Exchange Limited and the Annual Listing Fee is paid up to date.

COMPLIANCE CERTIFICATE

The Compliance certificate made by the practicing Company Secretary in terms of the provisions of Section 383A of the Company''s Act 1956, is attached herewith.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation of the co-operation received by the Company from the Company''s Bankers and other Authorities. The Directors are also thankful to the shareholders for abiding faith in the Company. Deep appreciation is also acknowledged for the support and hard work put in by the employees of the Company.

For and on behalf of the Board

Place : Kanpur (SUDHIR KUMAR PARASRAMPURIA) Dated: 13th August, 2014 Chairman & Managing Director DIN-00358982

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Mar 31, 2013

To The Member,

The Directors hereby present the 20th Annual Report and the audited accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

During the year under review Company has done a profit of Rs. 1,563,729.11 before adjustment of tax expenses. Company has done loss of Rs. 22, 93,495.89 after deduction of tax. A debit balance of Rs. 22,93,495.89 is carried forward towards balance sheet The Board of Directors are positive towards future growth and hope that with effective planning & the continued co-operation of the agencies involved and support from the management and staff, the company would further improve its perfocmance.

DIVIDEND

Dividend is not recommended for the year ended 31-03-2013.

DIRECTORS

At present, the Board of Directors of the Company comprises of Directors, viz. Sudhir Kuamr Parasrampuria, Smt Parwati Parasrampuria, Shiv Saran Agarwal and Manoj Kumar Poddar. There was no change in the composition of the Board during the period under review. Shiv Saran Agarwal will retire by rotation at the ensuing Annual General Meeting and eligible offers himself for re-appointment. The board recommends for her re-appointment at the forthcoming Annual General Meeting of the Company.

CONSERVATION OF ENEGRY. TECHNOLOGY ABSORPTION and FOREIGN EARNING

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in report of Directors) Rules, 1988 regarding conservation of energy, technology, absorption and foreign exchange earnings and outgo is given in Annexure forming part of this report.

AUDITORS AND AUDITORS REPORT

M/s CHAUDHARY PANDIYA& CO., Chartered Accountant, KANPUR, the Auditors of the Company retires at this meeting and has offered themselves for re-appointment as auditors. They have furnished requisite certificate of their eligibility for re-appointment.

The remarks in the Auditors Report are self - explanatory and therefore, do not call for any further comments.

PERSONNEL

There is no employee in the company drawing any salary or remuneration which attracts provisions of section 217(2a) of the companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975.

LISTING OF SHARES- INFORMATION REGARDING STOCK EXCHANGE

The Company''s Equity Shares are listed at the Stock Exchange, Mumbai, and The Uttar Pradesh Stock Exchange Association Ltd, Kanpur. The Company has paid the listing fee up to the year ended 31-03-2013.

CORPORATE GOVERNENCE

A report on the Corporate Governance code is attached as a separate annexure to this report. Necessary certification in terms of clause 49 relating to corporate governance as per the listing Agreement with stock exchanges have been annexed and forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under 217 of the Companies Act, the Directors hereby confirm that:

i. in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. the Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of financial year and of the loss of the company for that period.

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

iv. the Directors had prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sense of appreciation of the hard work done by the staff of the company. In the last Directors acknowledge with gratitude the confidence, which the shareholders have reposed in them.

For And On Behalf Of the Board of Directors

Dated: 25/05/2013

Place: Kanpur (Sudhir Kumar Parasrampuria)

Chairman& Managing Director