Directors Report of Metroglobal Ltd.

Mar 31, 2024

Your Board of Directors is pleased to present the 32^nd Annual Report on the Businesses and Operations of the Company
along with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

1. Financial Performance

The summarised financial performance highlights for the financial year are as mentioned below:

Particulars	Consolidated Results		Standalone Results
	2023-24	2022-23	2023-24	2022-23
Financial Results
Total Revenue	24,604.52	24,781.50	24,592.44	24,772.26
Total Expenditure other than Financial Costs and Depreciation	22,378.11	22,183.03	22,375.87	22,182.58
Profit before Depreciation, Finance Costs and Tax	2,266.00	2,603.93	2,216.57	2,589.68
Finance Costs	79.87	89.56	70.48	81.03
Depreciation and Amortization Expense	56.04	80.55	56.04	80.55
Profit/(Loss) for the year before Exceptional Items and Tax	2,090.50	2,428.36	2,090.05	2,428.10
Add/(Less) Exceptional Items	0.00	0.00	0.00	0.00
Profit/(Loss) for the Year before Taxation	2,090.50	2,428.36	2,090.05	2,428.10
Total Tax Expense	501.61	520.67	501.40	520.61
Profit for the Year	1,588.89	1,907.69	1,588.65	1,907.49
Add/(Less) Share in Jointly Controlled Entities & Associates	39.60	5.45	0.00	0.00
Net Profit/(Loss) after Jointly Controlled Entities & Associates (A)	1,628.48	1,913.14	1,588.65	1,907.49
Other Comprehensive Income for the Year	2,102.00	(1,352.46)	2,062.34	(1,431.47)
Total Comprehensive Income	3,730.48	560.68	3,650.99	476.02
Balance Brought Forward from Previous Year	5,110.56	4,549.87	5,197.80	4,721.78
Balance carried to Balance Sheet	8,841.03	5,110.56	8,848.78	5,197.80

1. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the
date of this report.

2. Previous year fiigures have been regrouped / re-arranged wherever necessary

2. Performance Highlights

The audited consolidated financial statements of the
Company as on March 31, 2024, prepared in accordance
with the relevant applicable Ind AS and Regulation 33 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and provisions
of the Companies Act, 2013, forms part of this Annual Report.

The key aspects of the Company’s (‘or MetroGlobal Limited’)
consolidated performance during the FY 2023-24 is as
follows:

Operational Highlights

The Company is in the business of trading of Chemicals,
Textiles, Mineral and Ores, Metals, and Precious Metals as
well as Realty Development. Stated as follows are some of
the operational highlights for FY 2023-24:

Financial Highlights:

Consolidated Financial Results:

The Company’s total income on the consolidated basis
for the year stood at '' 24,604.52 Lakhs as compared to
'' 24,781.50 Lakhs in the previous FY 2022-23. On the
Consolidated basis, Profit before Tax for the year was
'' 2,130.09 Lakhs as compared to '' 2,433.81 Lakhs in the
previous year. On the Consolidated basis, Profit after Tax for
the year was '' 1,628.48 Lakhs as compared to '' 1,913.14
Lakhs in the previous year.

Standalone Financial Results:

The Company’s total income on the Standalone basis for the
year stood at '' 24,592.44 Lakhs as compared to '' 24,772.26
Lakhs in the previous FY 2022-23. On the Standalone
basis, Profit before Tax for the year was '' 2,090.05 Lakhs
as compared to '' 2,428.10 Lakhs the previous year. On the
Standalone basis, Profit after Tax for the year was '' 1,588.65
Lakhs as compared to '' 1,907.49 Lakhs in the previous year.

The operational performance of your Company has been
comprehensively discussed in the Management Discussion
and Analysis Report which forms part of this Report.

3. Dividend

Your Directors are pleased to recommend a dividend
of '' 2/- (i.e. 20%) per equity share of '' 10/- each on
1,23,34,375 equity shares for the financial year ended
March 31, 2024 aggregating to '' 246.69 Lakhs, payable
to those Shareholders whose name appear in the Register
of Members as on September 20, 2024 (“Record Date”).
The dividend payout is subject to the approval of the
shareholders at ensuing 32^nd Annual General Meeting.

4. Transfer to Reserves

The Board of Directors of the Company has decided not
to transfer any amount to the Reserves for the year under
review.

5. Listing on Stock Exchanges

As on March 31, 2024, the equity shares of the Company
were listed on BSE Limited. The Company has paid the
annual listing fees for the financial year ending on March
31, 2024 within time. There were no suspensions on trading
shares of the Company during the year.

6. Share Capital

During the financial year under report, there were no
changes in authorised and paid up share capital of the
Company. The Authorised Share Capital of the Company is
'' 120,00,00,000 (Rupees One Hundred and Twenty Crores
only) divided in to 9,50,00,000 (Nine Crores Fifty Lakhs)
equity shares of '' 10/- each and 2,50,00,000 (Two Crores
Fifty Lakhs) preference shares of '' 10/- each and total paid
up Share Capital of the Company as on financial year ended
March 31, 2024 is '' 12,33,43,750 divided in to 1,23,34,375
equity shares of '' 10/- each.

			Authorized Share Capital		Issued, Subscribed and Paid-up Share Capital
Event Date	Particulars	No. of Equity Shares	No. of Preference Shares	Amount in ''	No. of Equity Shares	No. of Preference Shares	Amount in ''
April 1, 2023	Share Capital at the Beginning of the Financial Year	9,50,00,000	2,50,00,000	120,00,00,000	1,23,34,375	NIL	12,33,43,750
	Changes During the Year	NA	NA	NA	NA	NA	NA
March 31, 2024	Resultant Share Capital / Capital at the End of the Financial Year	9,50,00,000	2,50,00,000	120,00,00,000	1,23,34,375	NIL	12,33,43,750

7. Transfer of Unclaimed / Unpaid Amount and
Underlying Shares to Investor Education And
Protection Fund

Pursuant to Section 124(5) of the Act read with Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, (as amended from time to
time) relevant amount which remained unpaid or unclaimed
for a period of seven years have been transferred by the
Company, from time to time on due dates, to the Investor
Education and Protection Fund (IEPF).

Pursuant to Section 124 (6) of the Act and read with Rule
6 of the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (as
amended from time to time), all the underlying shares in
respect of which dividends are not claimed / paid for the last
seven consecutive years or more are liable to get transferred
to the IEPF DEMAT Account with a Depository Participant.

In this respect, the stakeholders are requested to take note
that Company has not yet completed seven years from
its dividend paying financial year and thus there were no
dividend amounts or corresponding equity shares, which

were required to be transferred to the Investor Education
and Protection Fund by the Company. Information about
unclaimed / unpaid dividends and unclaimed shares to be
transferred to IEPF is provided in notes to Notice of AGM.

The Company has uploaded the details of unpaid and
unclaimed amounts lying with the Company and also the
details of equity shares transferred to IEPF Demat Account
on the Company’s website at www.metrogloballimited.com.

8. Deposits

During the financial year under report, your Company has
not accepted any deposits within the meaning of Sections
73 and 74 of the Companies Act, 2013, and the Companies
(Acceptance of Deposits) Rules, 2014, as amended, nor did
it have any amount of deposits carried forward from the
previous financial year.

9. Change in the Nature of Business, if any:

There is no change in the nature of business during the
financial year 2023-24.

10. Material Changes, Transactions and
Commitment, if any, affecting the Financial
Position of the Company

There are no material changes and commitments, affecting
the financial position of the Company which has occurred
between the closure of financial year on March 31, 2024 to
which the financial statements relate and on the date of this
report.

11. Significant and Material Orders passed by the
Regulators or Courts or Tribunals

There have been no significant and material orders passed
by the regulators or courts or tribunals impacting the going
concern status and Company’s operations. However,
members’ attention is drawn to the statement on contingent
liabilities, commitments in the notes forming part of the
financial statements under note no. 37.

However, the Company has received an order from SEBI
on August 11, 2021 under Sections 11(1), 11(4) & 11B of
SEBI Act, 1992 in violation of Sections 12A(a), (b) and (c) of
SEBI Act, 1992 read with Regulations 3(a),(b),(c),(d),4(1) &
4(2) of Prohibition of Fraudulent and Unfair Trade Practices
(“PFUTP”) Regulations, 2003 and Regulations 4(5)(a),(b) & (c)
of Delisting Regulations, 2009 in the matter of Riddhi Siddhi
Gluco Biols Limited. The Company has been restrained
from accessing the securities market and buying, selling
or dealing in securities, either directly or indirectly, in any
manner for the period of 2 (two) years from the date of order.
The Company has filed appeal with the Securities Appellate
Tribunal (SAT) challenging the order. The Securities Appellate
Tribunal (SAT) has granted Stay order vide its order dated
October 28, 2021.

The Proceedings have been adjourned and are scheduled
to resume on August 06, 2024.

12. Particulars of Loans, Guarantees or
Investments

During the financial year under report, the Company has
provided loans, given guarantees, disbursed securities
and made investments in compliance with the provisions of
Section 186 of the Companies Act, 2013 and Rules framed
thereunder. Details of loans and investments covered under
the provisions of Section 186 are given in the notes forming
part of the financial statements which form part of this annual
report.

13. Environment, Health and Safety

The Company is conscious of the importance of
environmentally clean and safe operations. The Company
policy requires conduct of operations in such a manner
so as to ensure safety of all concerned, compliances of

environmental regulations and preservation of natural
resources.

14. Details of Subsidiary / Joint Venture / Associate
Companies

Pursuant to the provision of Section 129, 134 & 136 of the
Companies Act, 2013 read with rules framed thereunder
and Regulation 33 of the SEBI Listing Regulations, the
Company has prepared consolidated financial statements of
the Company and its subsidiaries and a separate statement
containing the salient features of financial statement of
subsidiaries, joint ventures and associates in Form AOC - 1
to the Consolidated Financial Statements, which forms part
of this Annual Report.

The annual financial statements and related detailed
information of the subsidiary companies shall be made
available to the shareholders of the holding and subsidiary
companies of the Company seeking such information
on all working days during business hours. The financial
statements of the subsidiary companies shall also be
kept for inspection by any shareholder/s during working
hours at the Company’s Registered Office and that of the
respective subsidiary companies concerned. In accordance
with Section 136 of the Companies Act, 2013, the audited
financial statements, including consolidated financial
statements and related information of the Company and
audited accounts of each of its subsidiaries, are available on
our website www.metrogloballimited.com.

During the year under review, Companies listed in Annexure
- A to this Report have become and / or ceased to be the
subsidiary, joint venture or associate of the Company.

15. Legal Proceeding under Section 7 of the
Insolvency and Bankruptcy Code, 2016

Your Company had advanced loan to Mundara Estate
Developers Limited, Mumbai. The Corporate Debtor has
failed to repay the financial dues / debt advanced by the
Company as a loan to them. As intimated earlier, the
Company commenced Corporate Insolvency Resolution
Process (“CIRP”) against Mundara Estate Developers
Limited (“MEDL”) vide order dated January 12, 2023 passed
by the Hon’ble National Company Law Tribunal, Mumbai
Bench (“NCLT”) under the provisions of the Insolvency and
Bankruptcy Code, 2016 (“Code”).

In the absence of receiving any resolution plan, the 6^th CoC
meeting held on November 22, 2023, decided to restart
the Expression of Interest (EOI) process for Prospective
Resolution Applicants (PRAs). The Final List of PRAs,
approved by the 8^th CoC meeting on December 28, 2023,
included three applicants.

The Resolution Professional presented the resolution plans
of M/s Jagjit Estates & Development Company Private
Limited, Mumbai, and M/s Swastik Realtors, Mumbai, to the
13^th CoC meeting convened on March 20, 2024, along with
affidavits under Section 29A of the IBC and undertakings
from each applicant affirming that all information, documents,
and records submitted along with their resolution plans are
true and correct.

During the 14^th CoC meeting on March 28, 2024, both plans
were evaluated for commercial consideration as outlined
in the evaluation matrix, Information Memorandum, and
Request for Resolution Plan (“RFRP”). It was determined that
both plans exceeded the liquidation value. After extensive
deliberation, the CoC opted to accept the resolution plan
presented by Jagjit Estates & Development Company Private
Limited (“the Successful Resolution Applicant” or “SRA”).

Following this, on April 01, 2024, the Administrator submitted
an application to the NCLT under Section 30(6) of the Code
seeking approval of the resolution plan endorsed by the
CoC. The application for approval of the resolution plan was
heard on July 15, 2024 and the matter has been reserved
for orders.

16. Bad Debts written off during the Year

The Company has written off an amount at '' 52.58 Lakhs as
bed debt during the Financial year 2023-24.

17. Directors and Key Managerial Personnel
(KMPs)

I. Details of KMPs and Appointments

During the financial year under report, followings have
been designated as the key managerial personnel of the
Company pursuant to Sections 2(51) and Section 203
of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014:

(a) Mr. Gautam M. Jain - Chairman & Managing Director

(b) Mr. Rahul G. Jain - Wholetime Director & Chief Financial
Officer

(c) Mr. Bharat Patel - Company Secretary & Compliance
Officer¹

(d) Ms. Hetal Koradia - Company Secretary & Compliance
Officer²

¹ Resigned w.e.f March 16, 2024

² Appointed w.e.f. March 18, 2024

There is a change in the composition of Board of Directors of
the Company during the financial year ended on March 31,
2024, details of which are given herein under.

Appointment of Company Secretary and Compliance
Officer

Ms. Hetal Koradia, a member of the Institute of Company
Secretaries of India (ICSI) has been appointed as Company
Secretary and Compliance Officer of the Company at the
meeting of Board of Directors held on February 10, 2024
effective from March 18, 2024.

Re-appointment of Independent Director

Pursuant to approval of the shareholders through postal ballot
by way of electronic means on March 14, 2024, Mr. Prashant
Kheskani (DIN: 02589654) has been reappointed as Non¬
Executive Independent Director of the Company for a
second term of five years with effect from April 01, 2024 to
March 31, 2029 in compliance with the provisions of Section
149, 152 and other applicable provisions of the Act and
Rules made thereunder and his office shall not be liable to
retire by rotation.

Appointment of Independent Director

Based on the recommendations of the Nomination and
Remuneration Committee, the Board of Directors of the
Company has its meeting held on August 10, 2024 appointed
Mr. Balveermal Kewalmal Singhvi (DIN: 05321014) and
Mrs. Monika Gaurav Gupta (DIN: 07224521) respectively,
as Additional Independent Director and Additional
Independent and Woman Director of the Company to hold
the office for a period of five consecutive years from the date
of their appointment at the board meeting.

As Additional Directors, Mr. Balveermal Kewalmal Singhvi
and Mrs. Monika Gaurav Gupta hold the office of Independent
Director(s) from the date of their appointments till the date of
ensuring Annual General Meeting or due date thereof.

The Board recommends the resolutions in relation to
appointment of Mr. Balveermal Kewalmal Singhvi (DIN:
05321014) as an Independent Director and Mrs. Monika
Gaurav Gupta (DIN: 07224521) as an Independent and
Woman Director, for approval by the shareholders of the
Company.

Pursuant to the provisions of the Section 149 of the Act,
all the Independent Directors have submitted declarations
that each of them meets the criteria of independence
as provided in Section 149(6) of the Act along with Rules
framed thereunder and Regulation 16(1 )(b) of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. There has
been no change in circumstance affecting their status as
Independent Directors of the Company.

II. Cessations

Mr. Bharat Patel has resigned and thus ceases to be
Company Secretary and Compliance Officer of the Company
w.e.f. March 16, 2024. The Board places on record its
sincere appreciation for the valuable services rendered by
him during his tenure.

III. Retirement by Rotation

In accordance with the provisions of Section 152(6) of the
Companies Act, 2013 and the articles of association of the
Company, Mr. Rahul G. Jain (DIN: 01813781) will retire by
rotation at this annual general meeting and being eligible, he
offers himself for re-appointment. The Board recommends
his appointment.

IV. Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, all the
Independent Directors have submitted declarations under
Section 149(7) of the Companies Act, 2013 that each of them
meets the criteria of independence as provided in Section
149(6) of the Act along with Rules framed thereunder and
Regulation 16(1 )(b) and Regulation 25 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There has been no change
in the circumstances affecting their status as Independent
Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board.

Further, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the
Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute
of Corporate Affairs. Independent Directors of the Company
have completed online proficiency self-assessment test
conducted by the said Institute.

V. Evaluation of the Board’s Performance

Pursuant to the provisions of the Companies Act, 2013, and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual
evaluation of its own performance and that of its committees
as well as performance of the directors individually
considering various aspects of the board’s functioning
such as adequacy of the composition of the Board and its
committee(s), board culture, experience & competencies,
execution and performance of specific duties & obligations,
governance etc.

Separate exercise was carried out to evaluate the
performance of each of the individual directors including
the board’s chairman who were evaluated on parameters

such as attendance, contribution at the meetings and
otherwise, independent judgments, safeguarding of minority
shareholders’ interest etc.

The evaluation of the Independent Directors was carried out
by the entire board excluding Independent Directors and
that of the Chairman and the performance evaluation of the
Non-Independent Director and the board as a whole was
carried out by the Independent Directors. The performance
evaluation of the Executive Chairman of the Company was
also carried out by the Independent Directors, taking into
account the views of the Wholetime Director and other Non¬
Executive Director(s).

The Directors were satisfied with the evaluation results,
which reflected the overall engagement of the board and
its committees with the Company. This may be considered
as a statement under provisions of Section 134(3)(p) of
the Companies Act, 2013 and Rule 8(4) of the Companies
(Accounts) Rules, 2014. As at closure of the financial year, the
board of your Company is composed with proper number of
Executive and Non-Executive Director(s).

VI. Disclosure under Section 164(2) of the Companies
Act, 2013

On the basis of the written representations received from
the Directors as on March 31, 2024 and taken on record by
the Board of Directors, none of Directors is disqualified as on
March 31, 2024 from being appointed as a Director in terms
of Section 164(2) of the Companies Act, 2013 read with Rule
14(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

18. Policy on Directors’ Appointment and
Remuneration

The Board has, on the recommendation of the Nomination
& Remuneration Committee framed a policy, inter alia, for
the nomination and appointment (including remuneration)
of Directors, senior management and key managerial
personnel of the Company. The details of Nomination and
Remuneration Policy are available on the Company’s website
at following weblink: https://www.metrogloballimited.
com/wp-content/uploads/2020/08/MGL-Nomination-and-
Remuneration-Policy.pdf.

The Board of Directors ofthe Company follows the Nomination
and Remuneration Policy and the Board Diversity Policy
and other applicable policies of the Company to determine
qualification, positive attributes, and independence of the
Directors. Directors are appointed / re-appointed with the
approval of the Members for a term in accordance with the
provisions of the law and the Articles of Association of the
Company. All Directors, other than Independent Directors,
are liable to retire by rotation, unless otherwise specifically

stated in the Articles of Association or under any statute or
terms of appointment. One third of the Directors who are
liable to retire by rotation, retire at every Annual General
Meeting and are eligible for re-appointment.

Additional details on the election process, appointment of
Directors and the details of remuneration paid to Directors
and Managerial Personnel form a part of the Corporate
Governance Report.

19. Number of Meetings of Board of Directors

The Board of Directors met 5 (Five) times during the financial
year ended March 31, 2024. The details of the board
meetings and the attendance of the directors are provided
in the Corporate Governance Report, which is a part of this
report.

20. Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of
the Companies Act, 2013, with respect to the director’s
responsibility statement, it is hereby stated:

a. that in the preparation of the annual financial statements
for the year ended on March 31, 2024, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if
any;

b. that such accounting policies as mentioned in notes
to the financial statements have been selected and
applied consistently and judgment 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 as on March 31, 2024 and of the profit of the
Company for the year ended on that date;

c. that proper and sufficient care has been taken for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d. that the annual financial statements for the year ended
on March 31, 2024 have been prepared on a going
concern basis;

e. that proper internal financial controls were in place and
that the financial controls were adequate and were
operating effectively; and

f. that the system to ensure the compliances with the
provisions of all applicable laws was in place and were
adequate and operating effectively.

21. Details in Respect of Adequacy of Internal
Financial Control with Reference to the Financial
Statements

The Company has designed and implemented process
driven framework for internal financial controls within the
meaning of explanation to Section 134(5)(e) of the Act.

For the financial year ended on March 31, 2024, the Board
is of the opinion that the Company has adequate internal
control systems commensurate with the size, scale and
complexity of its business operations. The internal control
systems comprising of policies and procedures are designed
to ensure sound management of your Company’s operations,
safe keeping of its assets, optimal utilization of resources,
reliability of its financial information and compliances. The
internal financial control operates effectively and no material
weakness exists. The Company has a process in place to
continuously monitor the same and identify gaps, if any, and
implement new and / or improved internal controls whenever
the effect of such gaps would have a material effect on the
Company’s operations.

The Board of Directors on the recommendations of the
Audit Committee, appointed M/s. Rajni Shah & Associates,
Chartered Accountant, as Internal Auditor of the Company
for the financial year 2024-25. Other details in respect of
internal financial control and their adequacy are included in
the Management Discussion and Analysis, which is a part of
this report.

22. Risk Management Policy

The Company has a well-defined risk management
framework in place, which provides an integrated approach
for identifying, assessing, mitigating, monitoring and
reporting of risks associated with the business of the
Company. The Company has developed Risk Management
Policy in accordance with the provisions of the Act and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015 (“SEBI Listing Regulations”). It establishes
various levels of accountability and overview within the
Company, while vesting identified officials with responsibility
for each significant risk.

The board has delegated responsibility to the Committee
to monitor and review risk management, assessment and
minimization procedures and to develop, implement and
monitor the risk management plan and identify, review
and mitigate all elements of risks which the Company may
be exposed to. The Audit Committee and the board also
periodically review the risk management assessment and
minimization procedures.

The board takes responsibility for the overall process of risk
management in the organization. Through Enterprise Risk
Management Programme, business units and corporate

functions address opportunities and attend the risks with
an institutionalized approach aligned to the Company’s
objectives. This is facilitated by internal audit. The business
risk is managed through cross functional involvement and
communication across businesses.

A Risk Management Policy adopted by the board in this
regard includes identification of elements of risks which
mainly covers strategic risk, operational risk, financial
risk and hazardous risks which can be accessed from the
website of the Company at the following web link:
https://www.metrogloballimited.com/wp-content/
uploads/2020/08/MGL-Risk-Management-Policy.pdf

More details on the risk and concern factors have been
given in the management discussion and analysis report.

23. Committees of the Board

Audit Committee

The Audit Committee comprises of three members. The
Chairman of the Committee is an Independent Director.
The Committee met four times during the year. All the
recommendations, if any, made by the Audit Committee were
accepted by the Board of Directors during the period under
report. Details of the role and responsibilities of the Audit
Committee, the particulars of meetings and attendance of
the Members at such Meetings are given in the Corporate
Governance Report which form part of this report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises
of three members, all of which are Non-Executive &
Independent Directors. The Committee met four times
during the year. Details of the role and responsibilities of the
Committee, the particulars of meetings held and attendance
of the members at such meetings are recorded in the
Corporate Governance Report which form part of this report.

Corporate Social Responsibility (CSR) Committee

As per Section 135(9) of the Companies Act, 2013, where
the amount to be spent by a Company does not exceed
fifty lakhs rupees, the requirement for the CSR Committee
shall not be applicable, accordingly CSR Committee of the
Committee dissolved and the functions of CSR Committee
shall be discharged by the Board of Directors of the
Company.

The Company aims to remain conscientious to the society
with its social responsibility, and strongly connected with
the principle of sustainability. We are an organization that
not only focuses on monetary returns, but also are equally
mindful of the social and environmental responsibilities. It is

one of the core responsibilities of the Company to practice
its corporate values through its commitment to grow in a
socially and environmentally responsible way, while meeting
the interest of Stakeholders.

The brief outline of the Corporate Social Responsibility
(CSR) Policy of the Company and the initiatives undertaken
by the Company on CSR activities during the year are set out
in Annexure - F of this report in the format prescribed in the
Companies (CSR Policy) Rules, 2014.The Policy is available
on Company’s website of the Company at the following web
link:

https://www.metrogloballimited.com/wp-content/

uploads/2020/08/Corporate-Social-Responsbilitv-Policv.pdf

Stakeholder Relationship Committee

The Stakeholder Relationship Committee comprises of
three members. The Chairman of the Committee is the Non¬
Executive Independent Director. The Committee met four
times during the year. Details of the role and functioning
of the Committee, the particulars of meeting held and
attendance of the members at such meetings are given in
the Corporate Governance Report which form part of this
report.

24. Internal Complaints Committee (ICC)

The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment of
Woman at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been
set up to redress complaints received regarding sexual
harassment.

All employees (permanent, contractual, temporary, trainees)
are covered under this policy. The policy is gender neutral
and provides the employees safety against harassment, if
any. The said policy adopted by the Company for prevention
of sexual harassment at workplace is available on its website
at the following web link: https://www.metrogloballimited.
com/wp-content/uploads/2020/08/Policy-on-Prevention-
of-Sexual-Harassment.pdf

During the financial year ended on March 31, 2024, the
Company did not receive any complaint pertaining to sexual
harassment.

25. Corporate Governance Report

The Company has a rich legacy of ethical governance
practices many of which were implemented by the Company,
even before they were mandated by Law. The Company is
committed to transparency in all its dealings and places
high emphasis on business ethics. A report on corporate
governance as per the provisions of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations,
2015 forms part of this annual report.

26. Management Discussion and Analysis Report

A detailed analysis of the Company’s performance is made
in the management discussion and analysis report, which
forms part of this annual report.

27. Code of Conduct

The Board of Directors has laid down a Code of Conduct
(“Code”) for the board members, managerial personnel and
for senior management employees of the Company. This
Code has been posted on the Company’s website at https://
www.metrogloballimited.com/wp-content/uploads/2023/02/
MGL-Code of Conduct BOD.pdf.

All the board members and senior management personnel
have affirmed compliance with this code. A declaration
signed by the Managing Director to this effect forms part of
the Corporate Governance Report.

The Board of Directors has also laid down a Code of Conduct
for the Independent Directors pursuant to the provisions of
Section 149(8) and Schedule IV to the Companies Act, 2013
via terms and conditions for appointment of Independent
Directors, which is a guide to the professional conduct
for Independent Directors and has been uploaded on the
website of the Company at the following weblink: https://
www.metrogloballimited.com/wp-content/uploads/2020/08/
MGL-Code-of-Conduct-for-Independent-Directors.pdf

28. Prevention of sexual harassment at workplace

In accordance with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 (“POSH Act”) and the Rules made
thereunder, the Company has in place a policy which
mandates no tolerance against any conduct amounting to
sexual harassment of women at workplace. The Company
has constituted Internal Complaints Committee(s) (ICCs) to
redress and resolve any complaints arising under the POSH
Act. All employees are covered under this Policy.

29. Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section
92(3) of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014,
(including any statutory modification(s) or re-enactment
thereof, for the time being in force), the Annual Return
of the Company as on March 31, 2024 is available on the
Company’s website and can be accessed at https://www.
metrogloballimited.com/mgtW.

30. Contracts or arrangements with Related
Parties

All the Related Party Transactions, if any, are being entered
on arm’s length basis, in ordinary course of business and in
compliance with the applicable provisions of the Companies
Act, 2013 and relevant Regulations of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. Your directors further confirm that there were no
materially significant Related Party Transactions made by
the Company with promoters, directors or key managerial
personnel etc. which may have potential conflict with the
interest of the Company at large.

All the Related Party Transactions are presented to the
Audit Committee and to the board. Omnibus approval has
been obtained from Audit Committee, Board of Directors
and members of the Company for the transactions with the
related parties.

The policy on Related Party Transactions as approved by
the board has been uploaded on the Company’s website at
the following weblink: https://www.metrogloballimited.com/
wp-content/uploads/2020/08/Policy-on-Related-Party-
Transactions.pdf

Form AOC - 2 pursuant to clause (h) of sub Section (3) of
Section 134 of the Companies Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014 for disclosure of
particulars of contracts / arrangements, if any, entered into by
the Company with the related parties as referred in Section
188(1) of the Companies Act, 2013 for financial year ended
March 31, 2024 is enclosed herewith as Annexure - B.

31. Insurance

The Company has taken appropriate insurance for all assets
against foreseeable perils.

32. Particulars of Employees and Remuneration

As required by the provisions of Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to time, the particulars
are set out in Annexure - C.

The statement containing particulars of employees as
required under Section 197 of the Companies Act, 2013
read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 will
be provided upon request. In terms of Section 136 of the
Companies Act, 2013, the Report and Accounts are being
sent to the Members and others entitled thereto, excluding
the information on employees’ particulars which is available

for inspection by the members at the Registered Office of
the Company during business hours on working days of the
Company. If any member is interested in obtaining a copy
thereof, the Member may write to the Company Secretary
in this regard.

33. Conservation of Energy, Technology
Absorption & Foreign Exchange outgo

The particulars as to conservation of energy, technology
absorption and foreign exchange earnings and outgo
required to be disclosed in terms of Section 134 of the
Companies Act, 2013 and Rule 8 of the Companies
(Accounts) Rules, 2014 have been given separately as
Annexure - D.

34. Auditors

Statutory Auditors and their Report

M/s. KPSJ & Associates LLP, Chartered Accountants,
Ahmedabad (FRN: 124845W/W100209) were appointed as
Statutory Auditors of the Company to hold the office for a term
of five years from the conclusion of the 28^th annual general
meeting held on September 29, 2020 until the conclusion of
the 33^th annual general meeting of the Company to be held
in 2025.

Pursuant to the notification dated May 7, 2018 issued by the
Ministry of Corporate Affairs (“The Companies Amendment
Act, 2017”) amending section 139 of the Companies
Act, 2013, the mandatory requirement for ratification of
appointment of Statutory Auditors by the members at every
annual general meeting has been omitted and hence your
Company has not proposed ratification of appointment of
M/s. KPSJ & Associates LLP, Chartered Accountants, at the
ensuring general meeting.

The Auditors’ Report issued by M/s. KPSJ & Associates LLP,
for the financial year ended on March 31, 2024 forms part of
this annual report and there is no qualification, reservation,
adverse remark or disclaimer given by the Statutory Auditors
in their report.

Secretarial Auditor and their Report

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors of your Company has re-appointed
M/s. Mehul Raval & Associates., Practicing Company
Secretary, Ahmedabad as Secretarial Auditors to conduct
an audit of secretarial records and compliances of the
Company, for the financial year ended on March 31, 2024.

The Secretarial Audit Report for the financial year ended on
March 31, 2024 is annexed herewith as Annexure - E and
the same is unmodified i.e. does not contain any qualification,
reservation, adverse remark or disclaimer.

Internal Auditors

During the financial year under report, M/s. Rajni Shah &
Associates, Chartered Accountants has acted as the Internal
Auditors of the Company. Audit observations of M/s. Rajni
Shah & Associates, Chartered Accountants and corrective
actions thereon are periodically presented to the Audit
Committee of the Board. The Board of Directors on the
recommendation of the Audit Committee re-appointed M/s
Rajni Shah & Associates, Chartered Accountants to carry out
the internal audit of the company for the FY 2024-25.

Cost Auditors

In accordance with Section 148 of the Companies Act, 2013,
as amended by the Companies (Cost Records and Audit)
Amendment Rules, 2014, the Company is not required to
appoint a Cost Auditor or conduct an audit for the financial
year 2023-24, as it does not have any manufacturing facilities.
The requirement for maintaining cost records, as stipulated
by the Central Government under subsection (1) of Section
148 of the Companies Act, 2013, is not applicable.

35. Managing the Risks of Fraud, Corruption and
Unethical Business Practices

Vigil Mechanism (Whistle Blower Policy) and Code of
Conduct

The Company promotes ethical behaviour in all its business
activities and has put in place a mechanism wherein the
employees are free to report illegal or unethical behaviour,
improper practice, wrongful conduct taking place, actual
or suspected fraud or violation of the Company’s Code of
Conduct or corporate governance policies or any improper
activity to the Chairman of the Audit Committee of the
Company or to the Chairman of the board. The Whistle
Blower Policy has been duly communicated within the
Company.

Under the Whistle Blower Policy, the confidentiality of those
reporting violation(s) is protected and they are not subject
to any discriminatory practices. No personnel have been
denied access to the Audit Committee in this regard. The
said Vigil Mechanism / Whistle Blower Policy has been
uploaded on website of the Company and can be accessed
at the following web link:

https://www.metrogloballimited.com/wp-content/

uploads/2020/08/MGL-Whistle-Blower-Vigil-Mechanism-

Policy.pdf

Code of Conduct to Regulate, Monitor and Report trading
by insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations,
2015, the Company has adopted a Code of Conduct to
Regulate, Monitor and Report trading by Insiders (Insider
Code). Any Insiders (as defined in Insider Code) including
designated employees, designated persons and their

relatives are, inter-alia, prohibited from trading in the shares
and securities of the Company or counsel any person
during any period when the “unpublished price sensitive
information” are available with them.

The Insider Code also requires pre-clearance for dealing in
the Company’s shares and prohibits dealing in Company’s
shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in
relation to the Company and during the period when the
trading window is closed.

36. Reporting of Frauds by Auditors

During the year under report, neither the Statutory Auditors
nor the Secretarial Auditors have reported to the Audit
Committee, under Section 143(12) of the Companies Act,
2013, any instances of fraud committed against the Company
by its officers or employees.

37. Compliance with Secretarial Standards

The Company complies with all applicable mandatory
secretarial standard issued by the Institute of Company
Secretaries of India (ICSI).

38. Auditors Certificate on Corporate Governance

A certificate from Statutory Auditors of the Company
regarding compliance of conditions of corporate governance
as stipulated under the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is attached in the Corporate Governance Report which
form part of this report.

39. Other Disclosures

1. Neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration or
commission from any of its subsidiaries.

2. There are no proceedings, either filed by Metroglobal
or filed against Metroglobal, pending under the
Insolvency and Bankruptcy Code, 2016 as amended,
before National Company Law Tribunal or other courts
during the financial year 2023-24 except details provide
in point no. 15 of this report.

3. There was no instance of onetime settlement with any
Bank or Financial Institution.

40. Acknowledgments

Your Directors wish to convey their appreciation to all the
employees of the Company for their enormous efforts as
well as their collective contribution, co-operation, active
participation and professionalism as all such things have
collectively made the Company’s growth possible.

The Directors would also like to thank the Shareholders,
Customers, Dealers, Suppliers, Bankers, Government,
Regulatory Authorities and all other Business Associates
for their continuous support to the Company and their
confidence in its management. Finally, the Directors thank
you all for your continued trust and support.

Registered Office For and on behalf of Board of Directors

506-509, Shilp Building,

Opp. Girish Cold Drinks, Gautam M. Jain

C.G. Road, Navrangpura, (Chairman)

Ahmedabad - 380009, Gujarat, India (DIN: 00160167)

CIN:L21010GJ1992PLC143784
Tel. No.: 91-79-2646 8016, 2646 9150, 2640 3930

Email: [e-mail] Place: Ahmedabad

Website: www.metrogloballimited.com Date: August 10, 2024

---

Mar 31, 2023

The Board of Directors is pleased to present the 31^st Annual Report along with the audited financial statements of the Company for the year ended March 31, 2023.

Financial Performance

The summarised financial performance highlights for the year are as mentioned below

(Rs. in Lacs)
	Consolidated Results		Standalone Results
Particulars	2022-23	2021-22	2022-23	2021-22
Financial Results
Total Revenue	24,772.97	25,478.32	24,772.26	25,477.80
Total Expenditure other than Financial Costs and Depreciation	22,183.03	23,744.43	22,182.58	23,743.24
Profit before Depreciation, Finance Costs and Tax	2,589.94	1,733.88	2589.68	1,734.56
Finance Costs	81.03	52.80	81.03	52.80
Depreciation and Amortization Expense	80.55	90.19	80.55	90.19
Profit/(Loss) for the year before Exceptional Items and Tax	2,428.36	1,590.91	2,428.10	1,591.56
Add/(Less) Exceptional Items	-	-	-	-
Profit/(Loss) for the Year before Taxation	2,428.36	1,590.91	2,428.10	1,591.56
Total Tax Expense	520.67	407.85	520.61	407.85
Profit for the Year	1,907.69	1,183.05	1,907.49	1,183.71
Add/(Less) Share in Jointly Controlled Entities & Associates	5.45	0.32	-
Net Profit/(Loss) after Jointly Controlled Entities & Associates (A)	1,913.14	1,183.37	1.907.49	1,183.71
Other Comprehensive Income for the Year	(1,352.46)	1,572.57	(1,431.47)	1,572.57
Total Comprehensive Income	560.68	2,755.93	476.02	2,756.28
Balance Brought Forward from Previous Year	4549.87	1,793.94	4721.78	1,965.50
Balance carried to Balance Sheet	5110.55	4,549.87	5197.80	4,721.78

1. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report

2. Previous year figures have been regrouped / re-arranged wherever necessary

PERFORMANCE HIGHLIGHTS

The audited consolidated financial statements of the Company as on March 31, 2023, prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and provisions of the Companies Act, 2013, forms part of this Annual Report.

The key aspects of the Company’s (‘or MetroGlobal Limited’) consolidated performance during the FY 2022-23 is as follows:

Operational Highlights

The Company is in the business of trading of Chemicals, Textiles, Mineral and Ores, Metals, and Precious Metals as well as Realty Development. Stated as follows are some of the operational highlights for FY 2022-23:

FINANCIAL HIGHLIGHTS:

Consolidated Financial Results:

The Company’s total income on the consolidated basis for the year stood at ''24,772.97 Lacs as compared to ''25,478.32 Lacs in the previous FY 2021-22. On the Consolidated basis, Profit before Tax for the year was ''2,433.81 Lacs as compared to ''1,591.22 Lacs in the previous year. On the Consolidated basis, Profit after Tax for the year was ''1,913.14 Lacs as compared to ''1,183.37 Lacs in the previous year.

Standalone Financial Results:

The Company’s total income on the Standalone basis for the year stood at ''24,772.26 Lacs as compared to ''25,477.80 Lacs in the previous FY 2021-22. On the Standalone basis, Profit before Tax for the year was ''2,428.10 Lacs as compared to ''1,591.56 Lacs the previous year. On the Standalone basis, Profit after Tax for the year was ''1,90749 Lacs as compared to ''1,183.71 Lacs in the preceding year.

The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

Dividend

Your Directors are pleased to recommend a Dividend of ''2.50/- (i.e. 25%) per equity share of ''10/- each on 12,334,375 equity shares for the year ended March 31, 2023 aggregating to ''308.36 Lacs, payable to those Shareholders whose name appear in the Register of Members as on September 19, 2023 (“Record Date”).

The dividend pay out is subject to the approval of the shareholders at ensuing 31^st Annual General Meeting.

Transfer to Reserves

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.

Share Capital

During the year under review there were no changes in authorised and paid up share capital of the Company. The Authorised Share Capital of the Company is ''120,00,00,000 (Rupees One Hundred and Twenty Crores only) divided in to 9,50,00,000 (Nine Crores Fifty Lacs) equity shares of ''10/-each and 2,50,00,000 (Two Crores Fifty Lacs) preference shares of ''10/- each and total paid up Share Capital of the Company as on financial year ended March 31, 2022 is ''12,33,43,750 divided in to 1,23,34,375 equity shares of ''10/- each.

Transfer of Unclaimed/Unpaid Amount and Underlying Shares to Investor Education and Protection Fund

Pursuant to Section 124(5) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) relevant amount which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund (IEPF).

Pursuant to Section 124 (6) of the Act and read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time), all the underlying shares in respect of which dividends are not claimed/paid for the last seven consecutive years or more are liable to get transferred to the IEPF DEMAT Account with a Depository Participant. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company and also the

details of equity shares transferred to IEPF DEMAT Account on the Company’s website at www.metrogloballimited.com.

Fixed Deposits

During the year under review, the Company has not accepted any fixed deposits from public within the meaning of section 73 of the Companies Act 2013, and rules made there under.

Change in the Nature of Business, if any:

There is no change in the nature of business during the Financial Year 2022-23.

Material Changes and Commitments affecting the Financial Position of the Company

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Particulars of Loans, Guarantees or Investments

During the year under review, the Company has provided loans, given guarantees, disbursed securities and made investments in compliance with Section 186 of the Companies Act, 2013, forms part of the notes to the financial statement.

Environment, Health and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, the Company has the following Subsidiaries, Joint Ventures and Associate Companies:

Subsidiary Company

1. Metrochem Capital Trust Limited

Joint Ventures:

1. Ganesh Infrastructure

2. PMZ Developers

3. Myspace Infracon LLP

4. Metro Apptech LLP

Associate Companies:

1. Dual Metals Private Limited

2. DK Metro Procon Private Limited

Pursuant to the provision of section 129, 134 & 136 of the Companies Act, 2013 read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 which forms part of this Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies of the Company seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company’s Registered Office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.metrogloballimited.com.

Legal Proceeding under section 7 of the Insolvency and Bankruptcy Code, 2016:

Your company had advanced loan to Mundara Estate Developer Limited, Mumbai. The Corporate Debtor has failed to repay the financial dues/debt advanced by the Company as a loan to them. After giving several legal Notices and ample of opportunities to the Mundara Estate Developer Limited, the Company (“Financial Creditor”) had filed Petition seeking to initiate Corporate Insolvency Resolution Process (CIRP) against Mundara Estate Developers Limited (“Corporate Debtor”) by invoking the provisions of Section 7 of Insolvency and Bankruptcy Code, 2016 (“IBC”) read with Rule 4 of Insolvency & Bankruptcy (Application to Adjudicating Authority) Rules, 2016, before Hon’ble National Company Law Tribunal (NCLT), Mumbai.

The Mumbai bench of the Hon’ble National Company Law Tribunal (‘NCLT’) vide its order dated January 12, 2023, has allowed the said Petition (No.699/IBC/MB/2021) and initiation of Corporate Insolvency Resolution Process (CIRP) is ordered against Mundara Estate Developers Limited (“Corporate Debtor”).

Mr. Kalpesh Ramniklal Shah, the suspended Director of Mundara Estate Developers Limited (“Corporate Debtor”) has filed an appeal against the said Order in Hon’ble National

Company Law Appellate Tribunal (‘NCLAT’), New Delhi on January 18, 2023.

The final hearing in Hon’ble National Company Law Appellate Tribunal (NCLAT) in this matter for pronouncement of final order was held on July 14, 2023. Through the said order, the Hon’ble National Company Law Appellate Tribunal (‘NCLAT’), dismissed the appeal filed by Mr. Kalpesh Ramniklal Shah, the suspended Director of Mundara Estate Developers Limited (“Corporate Debtor”) and upheld the judgement/ order dated January 12, 2023, given by Mumbai bench of the Hon’ble National Company Law Tribunal (‘NCLT’), which admitted the debt and ordered for initiation of Corporate Insolvency Resolution Process (CIRP) against Mundara Estate Developers Limited (“Corporate Debtor”).

Shifting of Registered office of the Company:

The Members of the Company passed Special Resolution dated September 15, 2022 for the shifting of the Registered Office from the State of Maharashtra to the State of Gujarat, by amendment to the Situation Clause of the Memorandum of Association of your Company. The Registrar of Companies, Mumbai issued a Certificate of Registration of Regional Director order for Change of State with new Corporate Identification Number L21010GJ1992PLC143784.

Bad Debts written off during the Year:

The Company has not written off any amount as bad debt during the year FY 2022-23.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board received a declaration from all the directors under section 164 and other applicable provisions, if any, of Companies Act 2013, that none of the director of the Company is disqualified under the provisions of the Company Act 2013 or under SEBI (LODR) Regulation 2015.

Independent Director

Mr. Nilesh R. Desai, Mr. Sandeep S. Bhandari & Mr. Prashant M. Kheskani have submitted the Declarations of Independence, as required pursuant to Section 149 of the Companies Act, 2013. They have also submitted the declarations pursuant to provisions of the Listing Regulations stating that they meet the criteria of independence as provided therein. The Board has also considered such declaration.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute

of Corporate Affairs (‘IICA’). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended vide Notification No. GSR.774(E), dated 18.12.2020, wherever required. Independent Directors of the Company have completed online proficiency self-assessment test conducted by the said Institute.

Key Managerial Personnel (KMP)

The following are the Key Managerial Personnel of the Company as defined under Sections 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

• Mr. Gautam M. Jain, Chairman & Managing Director

• Mr. Rahul G. Jain, Executive Director & Chief Financial Officer

• Mr. Nitin S. Shah, Company Secretary & Compliance Officer - Retired from service of the Company with effect from November 12, 2022

• Mr. Bharat P Patel, appointed as Company Secretary and Compliance Officer of the Company with effect from November 12, 2022

Certificate of Non-disqualification of Directors

In accordance with the SEBI (LODR) (Amendment) Regulations, 2018, a certificate has been received from Mr. Mehul Raval, Practicing Company Secretary, that none of the Directors on the Board of the Company have been disqualified to act as Director. The same is annexed herewith as Annexure A.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 and loss of the company for that period;

c) t he directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) t he directors had prepared the annual accounts on a going concern basis; and

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) t he directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Number of Board Meetings

The Board of Directors met 4 (four) times during the year under review. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms a part of this report.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors, including the Chairman of the Board. Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (LODR) Regulations 2015, the Board has followed a structured evaluation process covering various aspects of the Board’s functioning. This includes the composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, independent judgment, governance issues, etc.

The Nomination and Remuneration Committee (NRC) reviewed the performance of individual Directors and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

Policy on Directors’ Appointment and Remuneration:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy, inter alia, for the nomination and appointment (including remuneration) of Directors, senior management and key managerial personnel of the Company. The details of Nomination and

Remuneration Policy are available on the Company’s website https://www.metrogloballimted.com/policies/

The Board of Directors of the Company follows the Nomination and Remuneration Policy and the Board Diversity Policy and other applicable policies of the Company to determine qualification, positive attributes, and independence of the Directors.

Directors are appointed /re-appointed with the approval of the Members for a term in accordance with the provisions of the law and the Articles of Association of the Company. The initial appointment of the CEO and the Managing Director is generally for a period of three years. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise specifically stated in the Articles of Association or under any statute or terms of appointment. One third of the Directors who are liable to retire by rotation, retire at every Annual General Meeting and are eligible for re-appointment.

Additional details on the election process, appointment of Directors and the details of remuneration paid to Directors and Managerial Personnel form a part of the Corporate Governance Report.

Internal Financial Control Systems and Their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has adequate internal financial control, which is constantly monitored by the Finance Department.

The Finance Department monitors and evaluates operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditors, the Audit Committee/ Board initiates corrective action in respective areas and thereby strengthen the controls. The scope, functioning, periodicity and methodology for conducting internal audit is as per the terms agreed by the Audit Committee in consultation with the Internal Auditor and as approved by the Board.

The Company, in all material respects, had an adequate internal financial controls system with respect to its financial statements for the year ended March 31, 2023, and is operating effectively. More details on internal financial controls forms a part of the Management Discussion and Analysis Report.

Risk Management

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing and mitigating the same. The Company has

developed and implemented a Risk Management Policy that includes the process for identifying, minimising and mitigating risks and is periodically reviewed by the Audit Committee and the Board of Directors.

COMMITTEES OF THE BOARD:

Audit Committee

The Audit Committee comprises of three members. The Chairman of the Committee is an Independent Director. The Committee met four times during the year. Details of the role and responsibilities of the Audit Committee, the particulars of meetings and attendance of the Members at such Meetings are given in the Corporate Governance Report which form part of this report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of three members; all of which are Non-Executive & Independent Directors. The Committee met four times during the year. Details of the role and responsibilities of the Committee, the particulars of meetings held and attendance of the members at such meetings are recorded in the Corporate Governance Report which form part of this report.

Corporate Social Responsibility (CSR) Committee

As per Section 135 (9) where the amount to be spent by a company does not exceed fifty lakhs rupees, the requirement for the CSR Committee shall not be applicable, accordingly CSR Committee of the company is dissolved and the functions of CSR Committee have been discharged by the Board of Directors of the Company

Stakeholder Relationship Committee

The Stakeholder Relationship Committee comprises of three members. The Chairman of the Committee is the Independent Director. The Committee met four times during the year. Details of the role and functioning of the Committee, the particulars of meeting held and attendance of the members at such meetings are given in the Corporate Governance Report which form part of this report.

Independent Directors Meeting

The Independent Directors met without the attendance of NonIndependent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole. The performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company aims to remain conscientious to the society with its social responsibility, and strongly connected with the principle of sustainability. We are an organization that not only focuses on monetary returns, but also are equally mindful of the social and environmental responsibilities. It is one of the core responsibilities of the Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders.

As mentioned under Section 135 of the Companies Act, 2013 and to demonstrate the responsibilities towards Social upliftment in structured way, the Company has formed a Policy. Details of the policy, CSR spent during the year forms part of CSR Report and annexed hereto as Annexure B.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Corporate Governance Report form an integral part of this Report, as annexed hereto as Annexure C, together with the Certificate from the Statutory Auditor regarding compliance with the requirements of Corporate Governance as stipulated in Part C of Schedule V to the SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015.

The Management and Discussion Analysis Report, as required under the Listing Regulations, form part of the Annual Report.

Prevention of Sexual Harassment of Women at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place, Internal Complaints Committee for redressal of grievances regarding the sexual harassment complaints received by the Committee. All employees are covered under this Policy. During the year under review, the Company has not received any complaints of sexual harassment. The Company has complied with all the applicable provisions of the said Act.

Annual Return

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form No. MGT-7 is available on Company’s website at https:www.metrogloballimited.com/mgt7/

Contracts / Arrangements with Related Parties

All the related party transactions that were entered into, during the year were on arm’s length basis and were in the ordinary course of business, are in compliance with the applicable provisions of the Companies Act 2013, and the SEBI (LODR) Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, and KMP etc., which may have potential conflict with the interest of Company at large or which warrants the approval of shareholders.

Related Party Transactions are placed before the Audit Committee as also before the Board, wherever required, for approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. The Company’s Management ensures absolute adherence to the approved Policy on Related Party Transactions to establish Arm’s Length Basis without any compromise. Pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of material contracts and arrangements entered between the Company and the Related Parties are annexed herewith as Annexure D.

Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in Future

During the year under review, the Company has received no significant and material orders passed by the Regulators or courts or Tribunals which would impact the going concern status and the Company’s future operations.

The Company has received an order from SEBI on August 11, 2021 under Sections 11(1), 11(4) & 11B of SEBI Act, 1992 in violation of Sections 12A(a), (b) and (c) of SEBI Act, 1992 read with Regulations 3(a),(b),(c),(d),4(1) & 4(2) of Prohibition of Fraudulent and Unfair Trade Practices (“PFUTP”) Regulations, 2003 and Regulations 4(5)(a),(b) & (c) of Delisting Regulations, 2009 in the matter of Riddhi Siddhi Gluco Biols Limited. The Company has been restrained from accessing the securities market and buying, selling or dealing in securities, either directly or indirectly, in any manner for the period of 2 (two) years from the date of order. The Company has filed appeal with the Securities Appellate Tribunal (SAT) challenging the order. The Securities Appellate Tribunal (SAT) has granted Stay order vide its order dated October 28, 2021.

Insurance

The Company has taken appropriate insurance for all assets against foreseeable perils.

AUDITORS

Statutory Auditors and their Report:

M/s. KPSJ & Associates LLP, Chartered Accountants, Ahmedabad (ICAI Firm Registration Number 124845W/ W100209) were appointed as Statutory Auditor of the Company at the 28^th Annual General Meeting held on September 29, 2020 to hold office from the conclusion of 28^th AGM Meeting till the conclusion of the 33^rd Annual General Meeting to be held in 2025.

The requirement of seeking ratification by the members for continuance of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Hence; the resolution seeking ratification of the members for their appointment is not being placed at the ensuing Annual General Meeting.

The notes to the financial statements referred in The Auditors’ Report are self-explanatory. There are no qualifications or reservations on adverse remarks or disclaimers given by the Statutory Auditors’ of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the Company does not have any manufacturing facility, and hence, the Cost Audit is not applicable to the Company.

Secretarial Auditor and Secretarial Audit Report

Section 204 of the Companies Act, 2013, inter-alia requires every listed company to undertake Secretarial Audit and shall annex with its Board’s Report, a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

In line with the requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable provisions, if any, the Board of Directors of the Company had appointed Mr. Mehul Raval, Company Secretary in whole-time Practice, to carry out Secretarial Audit for the Financial Year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed as Annexure E to this Report. This report is unqualified and has some observations and remarks as per annexure iii of Secretarial Audit report, which is selfexplanatory and does not call for any further comments/ explanations.

Internal Auditors

During the year under review M/s. Rajni Shah & Associates, Chartered Accountants has acted as the Internal Auditors of the Company. Audit observations of M/s. Rajni Shah & Associates, Chartered Accountants and corrective actions thereon are periodically presented to the Audit Committee of the Board. The Board of Directors on the recommendation of the Audit Commiittee re-appointed M/s Rajni Shah & Associates, Chartered Accountants to carryout the internal audit of the company for the FY 2022-23.

Particulars of Employees and Remuneration

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure F.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, the Member may write to the Company Secretary in this regard.

Conservation of Energy, Technology Absorption & Foreign Exchange outgo

The information on Conservation of Energy, Technology Absorption, & Foreign Exchange outgo, stipulated under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 as amended from time to time is Annexed to this Report as Annexure G.

Listing of Equity Shares

The Company’s equity shares are listed on the BSE Limited. The Annual Listing fees have been paid up to March 31, 2023. There was no suspension on trading of shares of the Company during the year.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES

Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a culture free of fraud and corruption has always been the core focus of the Company. In view of the potential

risk of fraud, corruption and unethical behavior that could adversely impact the Company’s business operations, performance and reputation, MetroGlobal has emphasized even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, is in place. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and are also posted on the website of the Company.

In addition to the above-mentioned policy, the Company has in place Code of Conduct policy which is laid down based on the Company’s values, beliefs, principles of ethics, integrity, transparency and applicable laws. The Company has zero tolerance to bribery and corruption and is committed to act professionally and fairly in all its business dealings.

More details about the Code are given in the Corporate Governance Report.

Code of Conduct to Regulate, Monitor and Report trading by insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders (Insider Code). Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the “unpublished price sensitive information” are available with them.

The Insider Code also requires pre-clearance for dealing in the Company’s shares and prohibits dealing in Company’s shares by the Directors and the designated employees while in possession of unpublished price sensitive information in

relation to the Company and during the period when the Trading Window is closed.

REPORTING OF FRAUD BY AUDITORS:

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review

SECRETARIAL STANDARDS OF ICSI

The Company complies with all applicable secretarial standards.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

There was no application made nor any processing was pending under the Insolvency and Bankruptcy Code, 2016 during the F.Y. 2022-23.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no such instance during the F.Y. 2022-23 Acknowledgement

The Board expresses its sincere gratitude to all the employees, customers, suppliers, investors, authorities of stock exchange, central and state Government departments, organizations and agencies for their continued guidance and co-operation. The Directors are grateful to all the valuable Stakeholders, Dealers, Vendors, Banks and other business associates for their unwavering support and help rendered during the year. The Board looks forward to their continued support in future. The Directors also acknowledged the commitment and valued contribution of all employees of the Company.

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Mar 31, 2018

To,

The Members,

METROGLOBAL LIMITED

Ahmedabad.

The Directors have pleasure in presenting herewith their 26^thAnnual Report on the business and operation of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31^st 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 31^st 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 22^nd Annual General Meeting (AGM) of the Company held on Tuesday, 30^th 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 26^th Annual General Meeting till the conclusion of the 27^th 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 31^st March, 2018.

SECRETARIAL AUDIT REPORT:-

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31^st 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 31^st 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 31^st 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 31^st 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 :13^th August, 2018 Chairman & Managing Director

(DIN 00160167)

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Mar 31, 2016

To,

The Members,

METROGLOBAL LIMITED

Ahmedabad.

The Directors have pleasure in presenting herewith their 24^thAnnual Report on the business and operation of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31^st March, 2016.

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

(Rs. Lacs)

Particulars	2015-16	2014-15
Turnover for the year	35919.72	38190.73
Expenditure for the year excluding Depreciation and Amortization Exp.	33841.01	35633.93
Profit before Depreciation, interest and Amortization Exp.	2078.71	2556.80
Less: Depreciation and Amortization Exp.	20.98	76.25
Interest Expenses	101.73	127.48
Profit or Loss after Depreciation and Amortization Exp. Interest But before Tax	1956.00	2353.07
Less: Current Tax	400.00	0.00
Profit or Loss After Tax	1556.00	2353.07

DIVIDEND:-

Due to Implementation of Companies Act-2013 w.e.f. 1^st 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.

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. 35919.72 lacs for the year 2015-16 as against the turnover of Rs. 38190.73 lacs during the year 2014-15.

Your Company earned net profit of Rs. 1556.00 lacs during the year 2015-16 as against the net profit of Rs. 2353.07 lacs during the year 2014-15.

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

NO CHANGE IN SHARE CAPITAL

The paid up share capital as on March 31,2016 stands at Rs. 1632.67 lacs consisting equity Shares of Rs. 10/- each with No change as compared to previous year.

ORDERS BY REGULATORS, COURTS OR TRIBUNALS:

COMPANY PETITION NO. 302 OF 2014 IN THE BOMBAY HIGH COURT MUMBAIWINING UP PETITION ADMITTED AGAINST ELDER PHARMASUTICALS LIMITED.

The Bombay High Court, Mumbai passed the order on 19^th July, 2016 against Elder Pharmaceuticals Limited for admission of our petition for winding up. for nonpayment of our dues.

SUBSIDIARY COMPANY:-

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.

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 subsidiaries included in the consolidated financial statement is presented

REPORTS ON MANAGEMENT DISCUSSION ANLYSIS AND CORPORATE GOVERNANCE:-

Report on 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 approved 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. 54.31 lacs and the Company has spent Rs. 45.05 lacs during the Current Financial Year. The Shortfall of Rs. 9.26 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''s CSR policy. 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.

DIRECTORS:-

During the year Mr. Sandeep S. Bhandari, 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 DIRECTORS:-

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 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. In Line with the Companies Act-2013 the Board of Directors of the Company vide its meeting dated 27/05/2015 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 EVALUATION

Pursuant to the provisions of the Companies Act, 2013, 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, performance of the Board as a whole and performance of the Chair-person of the Company.

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 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 behavior 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 31^st March.2016 as required by section 92(3) of the Act is annexed as Annexure -4to this Report Vide Form MGT-9.

DECLARATION BY INDEPENDENT DIRECTORS:-

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 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 2016-17 has been paid to the BSE (Stock Exchange) wherein the equity Shares of the Company is listed and also paid to the Depositories i.e. CDSL & NSDL.

DEPOSITS:-

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules,2014.

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 with all possible riders and therefore all assets including Human Capital is sufficiently insured.

INTERNAL FINANCIAL ONTROL:-

The Corporate Governance Policy guides the Conduct of the Affairs of your company and clearly delineates the roles, responsibilities at each level of its key functions involved in governance. Your company has in place adequate internal Financial controls with reference to the Financial Statements. During the year under review, no reportable material weakness in the operation was observed. Regular audit and review process ensure that such systems are reinforced on an ongoing basis.

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 22^ndAnnual General Meeting (AGM) of the Company held on Tuesday, 30^th 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 urm as auditor for more than two terms of uve consecutive years. Section 139 of the Act has also provided a period of four 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 24^th Annual General Meeting till the conclusion of the 25^th Annual General Meeting of the Company to be held in the year 2016-17 (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 31^st March,2016.

SECRETARIAL AUDIT REPORT:-

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31^st March,2016 given by

C.S. Jignesh 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 Directors'' Report under the heading " Corporate Social Responsibility".

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy in accordance with the provision of Companies Act,2013. 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 31^st March,2016 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. 4047.28 lacs. (The Scheme of Mutual fund is out of the Preview of Section 186 of Companies Act-2013).

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 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:

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 31^st March, 2016, 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 31^st March, 2016 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.

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 "Zero Environment Incident" organization. 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 2015-16. 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 : 12^th August, 2016 Chairman & Managing Director

(DIN 00160167)(

---

Mar 31, 2015

The Directors have pleasure in presenting here with their 23rd Annual 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.

FINANCIAL SUMMARY OR HI GHLIGHTS/ PERFORMANCE OF THE COMPANY (STANDALONE):-

(Rs,Lacs)

Particulars 2014-15 2013-14

Turnover for the year 38190.73 27654.82

Expenditure for the year excluding Depreciation and Amortization Exp. 35633.73 25170.94

Profit before Depreciation and interest 2556.80 2483.88

Less: Depreciation 76.25 36.18

Interest Expenses 127.48 152.12

Profit after Depreciation, Interest but before Tax 2353.07 2295.58

Less: Current Tax 0.00 0.00

Profit After Tax 2353.07 2295.58

DIVIDEND-

Due to Implementation of Companies Act-2013 wef. 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-cl v 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 D rectors do not recommend the Dividend.

BRIEF DESCRIPTI ON OF THE COMPANY'S WORKI NG DURI NG THE YEAR/ STATE OF COMPANYS AFFAIR -

The turnover of the company for the various segments was 38190.73 lacs for the year 2014-15 as against the turnover of ' 27654.82 lacs during the year 2013-14.

Your Company earned net profit of 2353.07 lacs during the year 2014-15 as against the net profit of 2295.58 lacs during the year 2013-14.

The management of the company i s hopeful for the better performance i n the coming years.

ORDERS BY REGULATORS, COURTS OR TRIBUNALS

SPECI AL LEAVE PETITI ON (CI VIL) NO 22679 OF 2013 IN THE SUPREME COURT OF I ND A , DEPARTMENT OF INCOME TAX v/s METROCHEM INDUSTRIES LI M TED

The Honourable Supreme Court of India on 15/ 04/ 2015 passed the order and dismissed 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 Account s and the Auditors ' Report thereon for the financial year ended 31st March, 2015 along with the Reports of the Board of D rectors of the Company's subsidiary has not been annexed with the Balance Sheet of your Company.

The Annual Account s and related documents of the Subsidiary Company Metro hem 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 Board's 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 DI SCUSSI ON ANLYSI S 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 Gautam M.Jain is the Chairman of the Committee, Shri Nilesh R.Desai and Shri Rahul G.Jain are the members of t he Committee. 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, 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's CSR policy. 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 G.Jain, 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 DIRECTORS:-

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 Directors' Report.

AUDIT COMMI TTEE: -

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. 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 t he Company.

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.

NOMI NAT ON AND REMUNERATI ON COMMITTEE -

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 Directors' Report.

DETAILS OF ESTABLISHMENT OF VIG L MECHANI SM FOR D RECTORS 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 behavior in all its business activities. The Company has adopted the Whistle Blower Policy and vigil Mechanism in view to provide a mechanism for the D rectors 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.

DECL ARATI ON BY I NDEPENDENT DI RECTORS -

The following D rectors are independent in terms of Section 149(6) of the Act and Clause 49 of the listing Agreement:

1. Shri Sandeep SBhandari.

2. Shri Nlesh RDesai

The company has received requisite declarations/ confirmations from all the above directors confirming their independence,

POLICY ON DI RECTORS APPOINTMENT AND REMUNERATI ON: -

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.

DEPOSITS-

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 i n recei pt 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 Firm Registration FRN 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 since 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).

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,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 Directors' Report under the heading " Corporate Social Responsibility".

RI SK MANAGEMENT POLICY

The Company has adopted a Risk Management policy in accordance with the provision of Companies Act 2013 and Clause 49 of Listing Agreement. It established various level of accountability and overview within t he company, while vesting identified manager with responsibility for each significant risk.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTI ON 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 WI TH RELATED PARTI ES: - 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 AOC-2.

PARTICULARS REGARDING CONSERVATI ON OF ENERGY, TECHNOLOGY ABSORPTI ON, FOREI GN 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 ANY REPORTED BY THE AUDITORS:

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

MANAGERIAL REMUNERATION:

DI SCLOSURE UNDER RULE 5 (2) AND 5 (3) OF THE COMPANIES (APPOI NTMENT AND REMUNERATI ON 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

DI RECTORS' 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, 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 ot her 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 syst em were adequate and operating effectively.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WI TH 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 test ed 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 'Zero Environment Incident' organization. Over the past many years, your Company has been progressing well in terms of reducing injury frequency rates and has improved the safety records.

DI SCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ( PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In line with t he requirement s 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 t heir sincere thanks to the Banks, Central and State Governments for t heir 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, 2015 Chairman & Managing Director

(DIN 00160167)

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Mar 31, 2014

DEAR MEMBERS,

The Directors have pleasure in submitting the Twenty Second Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS

The highlights of the Financial Results are as under: ( Rs. Lacs )

Particulars YEAR ENDED YEAR ENDED 31-03-2014 31-03-2013

Net Revenue from operations 27197.58 19669.63

Other Income 457.24 629.17

Total Revenue 27654.82 20298.80

Profit Before Finance Cost & Depreciation & Impairment 2483.88 2360.81

Less: Finance Cost 152.12 99.86

Depreciation & Impairment 36.18 109.13

Profit Before Extraordinary item & Tax 2295.58 2151,82

Extraordinary items - -

Profit Before Tax 2295.58 2151,82

Payment & Provision for Current Tax

(1) Current tax - -

(2) Deffered tax asset/(liability) written of - -

(3) Earlier year excess (-) /Short ( ) provision for tax - -

Prior period Expenditure/(Income ) -

Profit After Tax 2295.58 2151.82

Add: Balance brought forward from the previous year (12129.06) (14080.88)

Profit Available for Appropriation (9833.48) (11929.06)

Appropriations:

Transfer to General Reserve - (200.00)

Total - (200.00)

Balance Carried to Balance Sheet (9833.48) (12129.06)



OPERATIONAL PERFORMANCE

The turnover of the company for the various segments was Rs. 27197.58 lacs for the year 2013-14 as against the turnover of Rs. 19669.63 lacs during the year 2012-13.

Your Company earned net profit of Rs. 2295.58 lacs during the year 2013-14 as against the net profit of Rs. 2151.82 lacs during the year 2012-13.

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

RECOGNITION :

Your Company has received a prestigious award BWI Business world Fastest growing Companies Award-2014 given by Business world Magazine, wherein it has been ranked 1st among the fastest growing companies in India for the year 2014, in the category of listed companies with annual net sales of over Rs. 100 crores and net profit in excess of Rs. 10 crores.

DIVIDEND

Due to Implementation of Companies Act, 2013 w.e.f. 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.

CONSOLIDATED ACCOUNTS

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, audited consolidated financial statements form part of the Annual Report.

SUBSIDIARY COMPANY

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,2014 along with the Reports of the Board of Directors of the Company"s subsidiary has not been annexed with the Balance Sheet of your Company.

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.

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.

DIRECTORS

Pursuant to the requirement of the Companies Act, 2013 Mr. Sandeep S. Bhandari (DIN 01379445) & Mr. Nilesh R. Desai (DIN 00058890) Director(s) of the Company, Who are independent Directors of the Company as per Companies Act-2013 to be read with Clause 49 of Listing Agreement. Due to Immergence of Companies Act, 2013 w.e.f. 1st April 2014 to be read with Rules made thereunder, your Directors request you to Appoint them for a further period of 5 years.

During the year Mr.Nilesh R. Desai (DIN 00058890), independent Director of the Company retire by rotation and being eligible offer himself for reappointment.

Brief resume of the Director proposed to be appointed/reappointed for a further period of 5 years, 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.

FIXED 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 and rules made there under and as on March 31, 2014 the Company had no unclaimed deposits or interest thereon due to any depositor.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company is committed to focus on good corporate Governance practices in line with emerging standards. Your Company has implemented the mandatory conditions of Corporate Governance as contained in Clause 49 of listing Agreement. Separate Reports on Corporate Governance and Management Discussion and Analysis along with necessary certificates form part of this report.

FORMATION OF VARIOUS COMMITTEES

Details of the various committees constituted by the Board of Directors as per the provisions of the Clause 49 of the Listing Agreement and Companies Act, 1956 & As Per Companies Act-2013 are given in the Corporate Governance Report as annexed and forming part of this report.

Your Company has formed The CSR Committee under Section 135 of Companies Act-2013. The Constitution of the Same is well informed to the Ministry of Corporate Affairs.

The CSR Committee is consisting of

· Mr. Gautam M. Jain

· Mr. Rahul G. Jain

· Mr. Nilesh R. Desai

The Terms of Reference of CSR Committee is well defined by the Board.

Listing and Depositary Fees

Your Company has paid the Listing Fees to BSE for the Year 2014-15 and Depositary Fees for NSDL and CDSL for the Year 2014-15.

DIRECTORS" RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your directors place on record a Responsibility Statement,

subject to the notes to accounts, stating that :

i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) Accounting policies selected were applied consistently and have made judgments and estimates that are reasonable and prudent ;

iii) Proper and sufficient care has been taken 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;

iv) The annual accounts of the Company have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to energy conservation, required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is set out in the Annexure A forming part of this report.

PARTICULARS OF EMPLOYEES

Information required to be disclosed u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable as none of the employee was in receipt of a remuneration of Rs. 5,00,000/- and above per month or Rs. 60,00,000/- and above per annum during the year.

INSURANCE

During the year all insurable interests of the Company including inventories, building, plant & machinery, equipments and others to the extent necessary were/are adequately insured.

COST AUDIT

During the year under review there was no production of "Dyes" or "Paper" and hence Cost Audit as required under Section 233B of the Companies Act,1956 is not applicable to the company. The company has made necessary application to the Ministry of Company affairs, Cost Audit Branch, New Delhi for seeking Exemption from the Cost Audit of the unit for F.Y.2013-14 and the said exemption is granted by the Ministry.

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 for ûnancial year 2013-14 at the 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 3 years. As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit ûrm as auditor for more than two terms of ûve 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 view of the above, AMPAC & Associates, Chartered Accountants, Mumbai being eligible for re-appointment and based on the recommendation of the Audit Committee, the Board of Directors has, at its meeting held on 4th August,2014 proposed the appointment of AMPAC & Associates, Chartered Accountants, Mumbai as the statutory auditors of the Company for a period of three years to hold ofûce from the conclusion of this AGM till the conclusion of the 25th AGM of the Company to be held in the year 2016-17 (subject to ratiûcation of their appointment at every AGM.

INDUSTRIAL RELATIONS

During the year under review, the industrial relations remained harmonious and cordial. The Directors wish to place on record the unstinted efforts and dedicated services extended by the employees at all levels. With their support the Company looks forward to a brighter future.

ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Central and State Government Authorities, Ministry of Corporate Affairs, Ministry of Commerce and Industries, Customers, Shareholders and all other who have been associated with the Company, for their co-operation, continued support and for the confidence reposed in the management of the Company.

For and on behalf of the Board

Sd/-

Place :Ahmedabad Gautam M. Jain Date :4th August, 2014 Chairman & Managing Director (DIN 00160167)

---

Mar 31, 2012

The Directors have pleasure in submitting the Twentieth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS

The highlights of the Financial Results are as under: (Rs. lacs)

Particulars YEAR ENDED YEAR ENDED 31-03-2012 31-03 2011

Net Revenue from operations 14533.06 5379.25

Other Income 294.13 527.21

Total Revenue 14827.19 5906.46

Profit Before Finance Cost & Depreciation 2278.07 2092.36

Less: Finance Cost 86.96 36.90

Depreciation 53.40 73.52

Profit Before Extraordinary item & Tax 2137.71 1981.94

Extraordinary items - (2530.89)

Profit Before Tax 2137.71 (548.95)

Payment & Provision for Current Tax

(1) Current tax - -

(2) Deferred tax asset/(Liability) written of (45.51) -

(3) Earlier year excess (-)/Short ( ) provision for tax - (8.32)

Prior period Expenditure/(Income) 3.54

Profit After Tax 2183.22 (544.17)

Add: Balance brought forward from the previous year (15470.92) (10766.50)

Profit Available for Appropriation (13 287.70) (11310.67)

Appropriations:

Transfer to General Reserve (200.00) (4160.25)

Transfer to Debenture Redemption Reserve (300.00) (4160.25)

Proposed Dividend on Equity Shares (252.26) -

Tax on Dividend (40.92) -

Total (793.18) (4160.25)

Balance Carried to Balance Sheet (14080.88) (15470.92)

OPERATIONAL PERFORMANCE

The Scheme of Amalgamation sanctioned by Hon'ble Bombay High Court was implemented during the year under review.

The turnover of the company for the various segments was Rs. 14533.06 lacs for the year 2011-12 as against the turnover of Rs. 5379.25 lacs during the year 2010-11.

Your Company earned net profit of Rs. 2183.22 Lacs during the year 2011-12 as against the loss of Rs. (544.17) Lacs during the year 2010-11.

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

DIVIDEND

Your directors pleased to recommend dividend @ 20% Rs. 2/- per Share (Tax Free) on paid up capital of 12613042 equity shares of Rs. 10/- each.

ORIGINAL JURISDICTION APPEAL No.27 of 2012 FILED AGAINST REVIEW APPLICATION MISC CIVIL APPLICATION N0.59 of 2011

the Income tax department, Ahmadabad had filed Original Jurisdiction Appeal No: 27 of 2012 against the Order passed by Gujarat High Court in OJ Misc Civil Application No: 59 of 2011 in Company Petition No. 177 of 2010. The above said OJ Appeal is pending before Hon'ble Gujarat High Court.

RECORD DATE

The Company had announced 2nd FEBRUARY, 2012 as "RECORD DATE", for Reduction of Share Capital and issue of New Shares to the Shareholders of Metrochem Industries Limited as per Scheme of Arrangement approved by High Court of Bombay.

LISTING OF EQUITY SHARES ON BOMBAY STOCK EXCHANGE (BSE) SCRIP CODE : 500159

The Company has received Listing Approval from Bombay Stock Exchange Limited, Mumbai on 9th July,2012 by their letter No:DCS/AMAL/AK/IP/190/2012-13 and trading permission by their Notice No: 20120801-26 dated 1st August,2012 subject to revocation of suspension by Bombay Stock Exchange Limited, Mumbai.

The Company has created its own website : www.metragloballimited.com for the benefit of its equity shareholders and public at large.

The Company has appointed Company Secretary and Compliance Officer for better services of the equity shareholders.

EFFECTIVE CAPITAL OF METROGLOBAL LIMITED (Formerly known as Global Boards Limited)

The Company had announced record date 2nd February,2012 for Reduction of Share Capital of Metroglobal Limited (Formerly Known as Global Boards Limited (GBL) and allotment of shares by Metroglobal Limited (Formerly known as Global Boards Limited) (GBL) to the shareholders of Metrochem Industries Limited (MCIL), pursuant to the Modified Scheme of Arrangement approved by the Bombay High Court, Mumbai. On implementation of Scheme of Arrangement, the issued, subscribed and paid-up Equity share capital of Metroglobal Limited (Formerly known as Global Boards Limited} (GBL) is Rs. 12,61,30,420 (Rupees Twelve Crores Sixty One lacs Thirty Thousand Four Hundred Twenty Only) divided into 1,26,13,042 (One Crore Twenty Six Lacs Thirteen Thousand Forty Two Only) fully paid-up equity shares of Rs. 10/- (Rupees Ten Only) each.

CONSOLIDATED ACCOUNTS

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, audited consolidated financial statements form part of the Annual Report.

SUBSIDIARY COMPANY

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, 2012 along with the Reports of the Board of Directors of the Company's subsidiary has not been annexed with the Balance Sheet of your Company.

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.

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.

DIRECTORS

Pursuant to the requirement of the Companies Act, 1956 and Articles of Association of the Company, Mr. Rahul G.Jain, director of the Company, retire 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.

Dr. G.K.Pillai and Shri A.V.Bedekar have resigned from the board of directors w.e.f 2nd July, 2012. Mr. Dineshkumar Singh has resigned from the board of directors w.e.f 31st July, 2012. The Board places on record its sincere appreciation for the valuable contribution during the tenure with the Company.

FIXED 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 and rules made there under and as on March 31, 2012 the Company had no unclaimed deposits or interest thereon due to any depositor.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company is committed to focus on good Corporate Governance practices in line with emerging standards. Your Company has implemented the mandatory conditions of Corporate Governance as contained in Clause 49 of listing Agreement. Separate Reports on Corporate Governance and Management Discussion and Analysis along with necessary certificates form part of this report.

FORMATION OF VARIOUS COMMITTEES

Details of the various committees constituted by the Board of Directors as per the provisions of the Clause 49 of the Listing Agreement and Companies Act, 1956 are given in the Corporate Governance Report as annexed and forming part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 your directors place on record a Responsibility Statement, subject to the notes to accounts, stating that:

i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) Accounting policies selected were applied consistently and have made judgments and estimates that are reasonable and prudent;

iii) Proper and sufficient care has been taken 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;

iv) The annual accounts of the Company have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND EXCHANGE EARNING AND OUTGO

The information relating to energy conservation, required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1938, is set out in the Annexure A forming part of this report.

On account of merger of Metrochem Industries Limited with the Metroglobal Limited (Formerly known as Global Boards Limited) the information relating to energy conservation, required to be disclosed under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is set out in the Annexure A forming part of this report.

PARTICULARS OF EMPLOYEES

Information required to be disclosed u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975 is not applicable as none of the employee was in receipt of a remuneration of Rs. 2,00,000/- and above per month or Rs. 24,00,000/ and above per annum during the year.

INSURANCE

During the year all insurable interests of the Company including inventories, building, plant & machinery, equipments and others to the extent necessary were adequately insured,

COST AUDIT

During the year under review there was no production of "Dyes" or "Paper" hence Cost Audit as required under Section 233B of the Companies Act,1956 is not applicable to the company. However Compliance report will be submitted by the Company as per Cost Audit Rules.

AUDITORS:

AMPAC & Associates, Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

The company has received letter from them to the effect of their reappointment, if made, would be within prescribed limit under section 224 (B) of the Companies Act,1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

COMMENTS ON AUDITORS' REPORT :

The remarks or qualifications given at Auditors Report and in the Annexure to Auditors Report are self - explanatory.

INDUSTRIAL RELATIONS

During the year under review, the industrial relations remained harmonious and cordial. The Directors wish to place on record the unstinted efforts and dedicated services extended by the employees at all levels. With their support the Company Looks forward to a brighter future.

ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Central and State Government Authorities. Customers, Shareholders and all other who have been associated with the Company, for their co-operation, continued support and for the confidence reposed in the management of the Company.

For and on behalf of the Board

Sd/- Gautam M.Jain Chairman & Managing Director

Place : Ahmedabad Date : 09th August, 2012

---

Mar 31, 2010

The Directors have pleasure in submitting the Eighteen Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

(Figures in Rupees)

Particulars Year Year

31.03.2010 31.03.2009

Total Income 3,237,456 53,837,603

Less : Total Expenditure 26,732,622 119,029,714

Profit /(Loss) before interest, depreciation and Impairment of Loss (23,495,166) (65,192,111)

Less :Interest & Finance Charges 4,053 33,475

Less :Depreciation/Amortization -- 44,819,345

Less: Impairment Loss 53,340,309 118,048,535

Profit /(Loss) Before Tax & Prior period items (76,839,528) (228,093,466)

Less : Fringe Benefit Tax -- (94537)

Profit /(Loss)after tax & Prior period items. (76,839,528) (228,188,003)

Prior period items (471,577) (332,624)

Profit / (Loss) during the year (77,311,105) (228,520,627)

Balance Brought Forward from Previous Year (1,415,363,723) (1,186,843,096)

Profit /(Loss) Carried to Balance Sheet (1,492,674,828) (1,415,363,723)



OPERATIONAL PERFORMANCE



The Company could not resume commercial production during the current year. The management is still evaluating the possibilities of strategic tie-ups.

During the previous year, the Company has entered into a Settlement Agreement dated January 5, 2009 under section 2(P) read with section 18 (1) of the Industrial Disputes Act, 1947 & Rule 62 of the Industrial Disputes (Bombay Rules, 1957) with the employees. The Company had paid all the dues of all the employees in accordance with this Settlement Agreement. There were no employees employed by the Company in the current year.



DEBENTURES ISSUED TO ASSET RECONSTRUCTION COMPANY INDIA LIMITED (ARCIL), INDIA DEBT MANAGEMENT PVT. LTD. AND OTHERS

Due to the turmoil in economic environment, the Company could not resume production and generate any cash flow to service the debentures issued under rehabilitation scheme approved by BIFR. The Company was in arrears in regard to payment of interest and redemption of part of the debentures. In light of this ARCIL has served a notice under section 13 (2) of the SARFAESI Act on the Company. Subsequently ARCIL has taken over the possession of the assets of the Company vide Possession notice dated July 2, 2009.

STATUS OF BIFR REFERENCE

Subsequent to the possession notice dated July 2, 2009 served by ARCIL to take over the possession of the assets of the Company, BIFR vide its summary record of review proceedings of the hearing dated July 16, 2009 abated the BIFR reference of the Company.

FIXED 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.

CORPORATE GOVERNANCE

The Corporate Governance Report & practices followed by the Company are indicated separately in the Annexure B forming part of this report. A certificate from the statutory auditors of the Company, regarding the conditions of corporate governance as stipulated under clause 49 of the listing agreement is annexed alongwith Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your directors place on record a Responsibility Statement, subject to the notes to accounts, stating that :

i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) Accounting policies selected were applied consistently and have made judgments and estimates that are reasonable and prudent ;

iii) Proper and sufficient care has been taken 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;

iv) The annual accounts of the Company have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

During the year, the Company ;

- has not incurred any expenses on Research & Development.

- has not entered into any technical collaboration.

- there were no foreign exchange earnings and outgo.

The information relating to energy conservation, required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is set out in the Annexure A forming part of this report.

PARTICULARS OF EMPLOYEES

Information required to be disclosed u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable as none of the employee was in receipt of a remuneration of Rs. 2,00,000/- and above per month or Rs. 24,00,000/- and above per annum during the year.

INSURANCE

During the year all insurable interests of the Company including inventories, building, plant & machinery, equipments and others to the extent necessary were adequately insured. However subsequent to the aforesaid possession notice from ARCIL, the assets are in the possession of ARCIL.

LISTING OF EQUITY SHARES

The Companys equity shares are listed on The Bombay Stock Exchange Limited and the Company is in arrears of payment of listing fee for the years 2008-2009, 2009-2010 & 2010-2011 due to very tight liquidity position. The Company obtained approval from BSE for listing its shares issued after reduction of capital and consolidation pursuant to rehabilitation scheme. These approvals were received after 31st March 2008. The Companys shares still remains suspended from trading on Stock Exchange.

AUDITORS:

M/s D. N. Kanabar & Co., Chartered Accountants have been appointed as statutory auditors until the conclusion of the next Annual General Meeting. They have furnished the certificate of eligibility under Section 224(1B) of the Companies Act, 1956 in case of reappointment. The members are requested to consider their re-appointment for the current year and fix their remuneration.

COMMENTS ON AUDITORS REPORT :

The remarks or qualifications given at point no. vi in Auditors Report and point no. (ia), (iia) (vii), (viii), (ix)(a) & (b), (x) & (xi) to the Annexure to Auditors Report are self – explanatory. However, in light of the precarious financial condition, the management has done its best to address the issues raised. Please refer Notes to accounts and the explanation given herein above.

For and on behalf of the Board

Sd/- Sd/-

Arvind Bedekar Mr. Dinesh Kumar Singh

Director Whole - Time Director

Place : Mumbai

Date : 02.07.2010