Directors Report of Metropoli Overseas Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 23rd Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of the company for the financial year ended, 31st March, 2014

FINANCIAL PERFORMANCE:

The summarizedfinancialresultsfortheyearended31stMarch,2014areasunder:

(Rs. In Lacs) Financial Results As on As on 31.03.2014 31.03.2013

Sales/Other Income 2005.18 2034.44

Profit (Loss) before depreciation, (39.43) 72.74 interest & taxation

Depreciation 63.91 65.51

Interest 20.45 23.52

Profit before taxation (123.79) (16.30)

Taxation

Profit(Loss)fortheyear (123.79) (16.30)

Add: Brought forward from previous year (2499.76) (2483.46)

Profit(Loss)carriedtoBalanceSheet (2623.55) (2499.76)

DIVIDEND:

In view of the loss suffered by the Company, your Directors regret their inability to recommend any dividend for the year.

PERFORMANCE AND PROSPECTS:

The total revenue of the Company has been slightly dicreased from Rs. 2034.44 Lacs to Rs. 2005.18 Lacs. The management is committed and consistent in the efforts of taking new measures to increase the performance of the Company

The Company is trying to expand its utilization capacity and is expecting better results in the current year. The management is also putting more and more thrust to the quality aspect of the product in order to boost sales The management has adopted a long term quality management plan. Importance is also being given to adopt several cost control measures. However, due to financial difficulties the management is finding it difficult to operate the plant to its fullest capacity.

REHABILITATION SCHEME:

The Board for Industrial and Financial Reconstruction(BIFR) declared the company as a sick Company vide its order dated 2nd September, 2002 as Case No.233/2002 under the Sick Industrial Companies (Special Provision) Act, 1985(SICA). BIFR passed order under Section 17(3) of SICA & sanctioned a rehabilitation scheme vide its order dated 23rd March, 2009 with cut off date 31st March, 2008. The company had partly implemented the scheme as reported last year. Further as per direction issued by Hon''ble BIFR the Company had filed a Draft Modified Rehabilitation Scheme(DMRS) with new Cut-off date. The DMRS has been approved by BIFR vide its hearing dated 09.01.2014 and the company will now implement the scheme in full.

FIXED DEPOSIT:

During the year under review the Company has neither invited nor accepted any fixed deposit from the public.

AUDITORS:

The company''s Auditors M/s. A. K. Kataruka & Co., Chartered Accountants retire at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS'' OBSERVATIONS

Auditors'' observations are duly dealt in the notes on accounts and are self-explanatory

DIRECTORS

Mr. Ashok Kumar Mohta has been re-appointed as the Managing Director of the Company with effect from 01.04.2013 for a further tenure of one year. Mr. Mohta is also acting as Compliance Officer of the Company in terms of the Listing Agreement.

Mr. Sunil Kumar Poddar retires by rotation and being eligible, offer himself for reappointment at the ensuing Annual General Meeting.

Mrs. Jaytee Das was apointed as additional director w.e.f.14.08.2014 and her appointment is proposed to be confirmed in the forthcoming Annual general meeting. Appointment of Mrs. Das an independent director for tenure of 5 years w.e.f. 01.10.2014 is also proposed for your approval.

Further pursuant to the provisions of Section 149 of the Companies Act, 2013 the independent directors namely Mr. Amar Nath Singh and Mr. Ajay Agarwal are being proposed to be appointed for a term of 5 years w.e.f. 01.10.2014.

Mr. Devendra Kumar Dubey ceased to be a director w.e.f. 30.05.2014. Your directors place on record their appreciation for his contribution to the development of the company.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company in terms of Section 217 (2A) of the Companies Act, 1956, and Rules framed there under.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of 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 enclosed and forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs for the Company at the end of the financial year and of the loss of the Company for the year.

(iii) They have taken proper and sufficient care for maintenances of adequate accounting records in accordance with the provisions of the Company Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) They have prepared the annual accounts on a going concern basis.

HOLDING AND SUBSIDIARY COMPANY:

The Company doesn''t have any Holding/ Subsidiary Company.

LISTING STATUS:

The Company is listed with the Bombay Stock Exchange, Calcutta Stock Exchange and Madras Stock Exchange. However, the trading of shares of the Company has been suspended in all of these Stock Exchanges due to penal reasons. The Company will take steps to regularise the trading in terms of the Rehabilitation scheme as approved by BIFR.

CORPORATE GOVERNANCE:

Report on Corporate Governance in terms of Clause 49 of the Listing Agreement along with the Certificate thereupon is enclosed and forms part of our report.

ACKNOWLEDGEMENT:

The Board wishes to place on record its sincere gratitude to the employees of the Company for their continued support and hard work. The Board also wishes to place on record their sincere thanks to the Company''s Bankers, financial institutions, shareholders, customers and other business associates for their support. The Board is committed to create a bright future for all its stakeholders.

By Order of the Board A.K. Mohta (Managing Director)

S. K. Poddar (Director)

Place: Kolkata Dated: 14th August, 2014

---

Mar 31, 2011

The Directors submit their Annual Report and Audited Accounts for the year ended 31st, March'2011

2. FINANCIAL PERFORMANCE

The results for the year under review are given below:-

Year ended Year ended 31.03.2011 31.03.2010

Sales/Other income 403.89 460.99

Profit (Loss) before depreciation & int. (9.01) (4.03)

Depreciation 85.67 100.53

Interest 0.10 -

Taxation - -

Profit (Loss) for the year (94.58) (104.57)

Add: Brought forward from previous year (2339.51) (2234.94)

Profit (Loss) carried to Balance Sheet (2434.09) (2339.51)

DIVIDEND

In view of the loss suffered by the Company your Directors regret their inability to recommend any dividend for the year end.

PERFORMANCE AND PROSPECTS

During the year under review working of the Company continued to be affected due to the acute shortage of working capital resulting in cash losses of Rs 8.91 lacs. However, the new Co-promoters have started infusing the required working capital which is expected to improve the capacity utilization and hence performance of the Company incoming years.

REHABILITATION SCHEME

As reported last year the rehabilitation scheme as sanctioned by Hon'ble BIFR could not be implemented to the fullest as earlier promoter could not bring in the desired funds. However, since joining of S. K. Plodder Group (as Co-promoter) company has been able to fully settle the OTS dues of secured creditors namely SASF/IDBI and Bank of Baroda from the funds infused by them. Both these Banks has already issued NO DUES CERTIFICATE. Company is following up with Karnataka State Financial Corporation for settlement of their dues as well. The Company is in the process of filing a Modified Draft Rehabilitation Scheme with Hon'ble BIFR with new Cutt-off date as 01.04.2011 and will implement the remaining part of scheme in true spirit after MDRS is approved.

The Board records its deep gratitude to the involved Banks / Institutions and other agencies for their respective support in the rehabilitation process of the Company

FIXED DEPOSIT

During the year the Company neither invited nor accepted any fixed deposits from the public.

AUDITORS REPORT

The Auditors report read together with the notes referred to, which are self-explanatory.

DIRECTORS

During the year under report Sri S K Poddar, Sri Praveen Chand, Sri M L Agarwal and Sri Ajay Agarwal were appointed as additional directors to hold office till the conclusion of forthcoming Annual General Meeting. Their candidature for the office of the Director of the company is being placed before the members at the forthcoming Annual General Meeting. Sri A N Singh director retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment.

OTHER INFORMATION

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo and the particulars of employees pursuant to Section 217 (2 A) of the companies act, 1956, and Rules framed there under and forming part of this report are annexed.

AUDITORS

M/s. H. K. Saha & Co., Chartered Accountants, holds office till the conclusion of the forthcoming Annual General Meeting and they have expressed their inability for re-appointment. The company has received a notice from a member proposing M/s. A. K. Kataruka & Co., Chartered Accountants as the auditors of the company to hold the office till conclusion of next Annual General Meeting of the company. Being eligible for appointment, they have expressed their willingness to act as auditors, if appointed.

RESPONSIBILITY STATEMENT

The Directors confirm that:

(1) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs for the Company at the end of the financial year and of the loss of the Company for the year.

(iii) They have taken proper and sufficient care for maintenances of adequate accounting records in accordance with the provisions of the Company Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Since equity shares of company are delisted from the Stock exchanges and hence clauses 49 of the Listing Agreement with the Stock Exchanges, Report of Corporate Governance regarding compliance of conditions of Corporate Governance are not applicable to the Company.

ACKNOWLEDGEMENTS

The Board wishes to place on record their sincere thanks to the employees of the Company for their sincere and hard work. The Board also wish to place on record their sincere thanks to the Company's Bankers, the financial institutions, shareholders, customers and other business associates for their supports.

By Order of the Board

Place : Kolkata ' A. K. Mohta

Date : 22nd August, 2011 Chairman