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Magnanimous Trade & Finance Ltd.

BSE: 512377 Sector: Financials
NSE: N.A. ISIN Code: INE664N01018
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Magnanimous Trade & Finance Ltd. (MAGNANIMOUSTRAD) - Director Report

Company director report

To

The Members of

MAGNANIMOUS TRADE & FINANCE LIMITED

Your Directors have pleasure in presenting herewith the Thirty First Annual Reportalong with Audited Accounts of the Company for the year ended 31st March 2016.

FINANCIAL RESULTS

The summarized financial position of the Company for the financial year ended 31stMarch 2016 as compared to previous year is as under:

Amount

(Rs. in Lacs)

2015-2016 2014-2015
Total Income 32.99 28.74
Profit before Depreciation & Financial Charges 0.06 (0.71)
Less: Depreciation 1.15 1.88
Less: Financial Charges -
Profit before Exceptional and Extraordinary Items and Tax (1.09) (2.59)
Less: Extraordinary Items - -
Depreciation adjustment relating to previous year - (0.67)
Income Tax short provisions in earlier year now pro vided 4.60 -
Profit before Tax (5.69) (1.92)
Less: Tax Expenses
Current Tax
Provision for Taxation - -
Deferred Tax (0.22) (0.57)
Profit after Tax (5.47) (1.35)
Add: Balance brought forward from previous year 58.41 59.76
Surplus/(Deficit) carried to Balance Sheet 52.94 58.41

DIVIDEND

In view of the unprofitable operations during the year your Directors regret theirinability to recommend any dividend for the year.

OPERATIONS

During the year under review Total Income of the Company has increased from Rs. 28.74Lacs to Rs. 32.99 Lacs in the Current Year. The Company incurred Net Loss of Rs. 5.47 Lacsin the Current Year as against Net Loss of Rs. 1.35 Lacs in the Previous Year. YourDirectors are making constant efforts to improve performance of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act 2013 read with Articles ofAssociation of the Company Shri Sudhir Kumar Parasrampuria Director of the Companyretires by rotation at the ensuing Annual General Meeting and is eligible forre-appointment.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company had received the Declarations under Section 149(7) of the Companies Act2013 from all the Independent Directors that they meet the criteria of independence aslaid down under Section 149(6) of the Companies Act 2013 and Regulation 16(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

SUBSIDIARY COMPANY / ASSOCIATE COMPANY

During the year under review Macro International Limited [CIN: L741 20U P1 993PLC015605] and Amber Mercantiles Limited [CIN: U67120WB1990PLC050215] continues to be AssociateCompany within the meaning of Section 2(6) of the Companies Act 2013. However theCompany does not have any Subsidiary and Joint Venture Company during the year underreview.

STATUTORY AUDITORS

M/s. Om P. Agarwal & Associates Statutory Auditors of the Company hold office tillthe conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.They have confirmed their eligibility to the effect that their re-appointment if madewould be within the prescribed limits under the Act and that they are not disqualified forre-appointment.

The notes on Financial Statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed M/s Mahendra Khandelwal & Co. Practising CompanySecretaries to conduct Secretarial Audit for the Financial year 2015-16. The SecretarialAudit Report for the Financial Year ended 31st March 2016 is annexed herewith asAnnexure-'A' to this Report. As regards observation in Secretarial Audit Report withrespect to non-appointment of Company Secretary and Chief Financial Officer in view ofthe insignificant and unprofitable operations the Company could not afford to employ awhole time Company Secretary and Chief financial Officer. However it will make necessaryappointment of Company Secretary and Chief Financial Officer as and when operations andfinancial condition of the company improves in future.

MEETINGS OF THE BOARD

The Board of Directors duly met 7 (Seven) times respectively on 30th May 2015 14thAugust 2015 14th November 2015 1st January 2016 9th January 2016 13th February2016 and 29th March 2016 during the financial year. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.

BOARD EVALUATION

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the Non-Executive Directors and Executive Directors. On the basis ofrecommendation of the 'Policy for Performance Evaluation' of Independent Directors BoardCommittees and other individual Directors a process of evaluation was followed by theBoard for its own performance and that of its Committees and individual Directors.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and Administration) Rules 2014 in prescribed Form No. MGT-9is annexed herewith as Annexure -'B' to this report.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred from the end of the Financial year 2015-16 till the date of this Report. Furtherthere was no change in the nature of business of the Company.

No significant or material order has been passed by the Regulator or Courts orTribunals during the Financial year.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. The details of material contracts / arrangements / transactions at arm's lengthbasis for the year ended 31st March 2016 is annexed hereto and form part of this Reportas Annexure 'C'.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013form part of the notes to the Financial Statement provided in this Annual Report.

RISK MANAGEMENT

In view of minimal operational activities no Risk Management Policy was framed by theBoard.

DISCLOSURES

Audit Committee

The Audit Committee comprises Independent Directors namely Shri Gautam Lhila(Chairman) Shri Pradeep Kumar Dada and Shri Sudhir Kumar Parasrampuria as other Members.All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement with the Stock Exchange. It aims to provide an avenue foremployees through this policy to raise their concerns on any violation of legal orregulatory requirements suspicious fraud misfeasance misrepresentation of any financialstatements and reports.

Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board members. Thedetails of this policy is enclosed herewith as Annexure-'D'.

STATUTORY INFORMATION

A. PARTICULARS OF EMPLOYEES

In view of insignificant business operations the Company is working with skeletonstaff and none of the employees of the Company was in receipt of remuneration in excess ofthe limits prescribed sub-Rule (2) of Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel)Rules 2014 the details are not required to be furnished. In view ofthe above information as per sub-section (12) of Section 197 of the Companies Act 2013read with sub-Rule (2) of Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is indeterminate is not being furnished.

B. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

As the Company is not engaged in any manufacturing activity the details relating toConservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo as perSection 134 (3) (m) of the Companies Act 2013 being inapplicable hence not provided.There have been no earnings and expenditure in foreign currency during the year underreview.

C. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the Directors of the Companystate in respect of the year ended 31st March 2016 that :-

a) in the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures.

b) they have selected such Accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the State of Affairs of the Company at the end of the Financial year and of the Loss ofthe Company for that period.

c) they have taken proper and sufficient care for the maintenance of adequateAccounting Records in accordance with the provisions of the Act for safeguarding theAssets of the Company and for preventing and detecting fraud and other irregularities.

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

e) they have laid down internal financial controls to be followed by the Company andthat such internal controls are adequate and are operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

DEPOSITS

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

The Equity Shares of the Company are presently listed at BSE Limited and the listingfee for both the Stock Exchanges is paid upto date. The Company has entered into freshListing Agreement with BSE Limited in terms of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

ACKNOWLEDGEMENT

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

For and on behalf of the Board
Place:Jaipur (PARWATI PARASRAMPURIA)
Dated: 11.08.2016 Chairperson & Managing Director
DIN:00359065