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Negotium International Trade Ltd.

BSE: 537838 Sector: Others
NSE: N.A. ISIN Code: INE339P01046
BSE LIVE 11:07 | 08 Aug 6.96 0.01
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OPEN 6.96
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VOLUME 9500
52-Week high 89.60
52-Week low 5.46
P/E 696.00
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.96
CLOSE 6.95
VOLUME 9500
52-Week high 89.60
52-Week low 5.46
P/E 696.00
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Negotium International Trade Ltd. (NEGOTIUMINTL) - Director Report

Company director report

To

The Members

Mahadushi International Trade Limited

Your Directors have pleasure in presenting the 21st Directors Report of yourCompany together with Audited Statement of Accounts and the Auditors Report of yourCompany for the financial year ended 31st March 2015.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The highlights of financial results of your Company are as follows:

Particulars For the Financial year ended as on 31st March 2015 For the Financial year ended as on 31st March 2014
Amount (in Rs.) Amount (in Rs.)
Income 29538607 12553980
Less: Expenditure 29866030 13689815
Profit/(Loss) before taxation 596253 451520
Less: Current Tax 266458 86037
Deferred tax (86586) 66162.00
Net profit/ (Loss) after taxation 464496 299300

During the year under review the Company s income is Rs. 29538607 as against incomeof Rs. 12553980 in 2013-14. The net profit after tax during the year has been Rs.464496 as against the net profit of Rs 299300 in the previous year.

DIVIDEND

The Directors have not recommended any dividend for the financial year 2014-15 forgrowth requirement and expansion of the business.

RESERVE AND SURPLUS

As on 31st March 2015 Rs. (7049804) stood as the Amount of Reserve andSurplus after transferring Rs. 464496 as the current year profit.

CHANGE IN THE SHARE CAPITAL

Sub-Division

During the period under review The Authorized Share Capital as on March 31 2015 wasRs. 6 crores (60000000 shares of Rs. 1/each). The Company has split up its sharecapital from Rs. 10 per share into the shares of Rs. 1/- each w.e.f. 17.10.2014.

Consolidation

Also the Board of Directors of the Company in its meeting held on 1stSeptember 2015 has also resolved to consolidate the face value of the Share from Re. 1 toRs. 10 each. Consequent to the consolidation the Authorised capital of the company wouldstand Rs. Rs. 6 crores (6000000 equity shares of Rs. 10/each).

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for constitution of a RiskCommittee which will work towards creating a Risk Register identifying internal andexternal risks and implementing risk mitigation steps. The Committee will on a quarterlybasis provide status updates to the Board of Directors of the Company.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Sr. No. Name of Director/KMP and Designation

Remuneration of Director/ KMP for FY 2014-15 (Rs. In Lakhs)

% increase in Remuneration in FY 2014-15**

Ratio of Remuneration of Director to Median Remuneration of employees

Ratio of Remuneration of Director to Median Remuneration of Employees

1. Mr. Raju Yadav Whole Time Director

Nil

N.A.

N.A.

N.A.

2. Ms. Ashima Sehjpal Company Secretary

16000

NA

N.A.

N.A.

During the year under review Ms. Ashima Sehjpal resigned from the post of CompanySecretary w.e.f 24th May 2014.

The number of permanent employees as on 31st March 2015 was 3.

Average of remuneration of employees excluding KMPs Nil

No employee’s remuneration for the year 2014-15 exceeded the remuneration of anyof the Directors.

Company’s performance has been provided in the Directors’ Report which formspart of the Board Report.

Market Capitalisation was Rs. 37.54 crores of 2014-15 as against Rs. Rs. 192.47 croresof 2013-14.

The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance.

The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS’ REPORT FOR THEFINANCIAL YEAR ENDED MARCH 31 2015 NOT APPLICABLE DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2015 provision of section 129of the Companies Act 2013 is not applicable.

STATUTORY AUDITORS

M/s S.A. Jain & Associates Statutory Auditors of the Company have tendered theirinability to continue as Statutory Auditors of the Company and M/s. G.P.KESHRI &ASSOCIATES Chartered Accountants Statutory Auditors of the Company CharteredAccountants to the effect that their appointment if made would be in accordance withthe Act and that they are not disqualified for such appointment. The Company has receivedletters from Auditor to the effect that their appointment if made would be within theprescribed limits under Section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified for re-appointment.

Also the Company has received a special notice from a member in terms of section 140of the Companies Act 2013

AUDITORS’ REPORT

The Notes on Financial Statements referred to in the Auditors Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT 9 has been annexed to the Report asAnnexure-1.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year underreview.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review Mr. Parag Mittal Mr. Vinay Kumar and Mr. Diwakar Joshihad resigned from the Board of Directors of the Company w.e.f. 03/07/2014 23/07/2014 and20/03/2015 respectively and Mr. Dharmendra Mr. Rajesh Verma and Ms. Radhika Thapliyal hadbeen appointed as an Additional Director w.e.f. 03/07/2014 23/07/2014 and 20/03/2015respectively on the Board.

Ms. Ashima Sehjpal had resigned from the post of Company secretary of the companyw.e.f. 24/05/2014.

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

c) Formal Annual Evaluation

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and StakeholderRelationship Committee.

SEXUAL HARASSMENT:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted aPolicy on prevention of Sexual Harassment in line with the provisions of Sexual Harassmentof Woman at Workplace (Prevention Prohibition and Redresssal) Act 2013 and the Rulesmade thereunder. There was no complaint on sexual harassment during the year under review.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND THEIR COMMITTEES.

a. BOARD MEETINGS

During the year Thirteen (13) Board Meetings were convened and held. The details ofwhich are given below. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirementsSection 177 of the Companies Act 2013. Audit Committee met 7 times during the financialyear 2014-15 on 29.05.2014 03.07.2014 23.07.2014 12.08.2014 13.11.2014 13.02.2015 and20.03.2015 following is the composition:

As on 31st March 2015 the Composition of Audit Committee is as follows:

Name of Member Designation Category
Mr. Rajesh Verma Chairman Non Executive and Independent Director
Ms. Radhika Thapliyal Member Non Executive and Independent Director
Mr. Dharmendra Member Non Executive and Non Independent Director

COMPOSITION AND MEETINGS OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirementsSection 178 of the Companies Act 2013. Committee met 7 times during the financial year2014-15 on 29.05.2014 03.07.2014 23.07.2014 12.08.2014 13.11.2014 13.02.2015 and20.03.2015 following is the composition:

Name of Member Designation Category
Mr. Rajesh Verma Chairman Non Executive and Independent Director
Ms. Radhika Thapliyal Member Non Executive and Independent Director
Mr. Dharmendra Member Non Executive and Non Independent Director

NOMINATION & REMUNERATION COMMITTEE & ITS POLICY

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013.

The details of the Composition of the Nomination and Remuneration Committee are givenbelow:

Name of Member Designation Category
Ms. Radhika Thapliyal Chairman Non Executive and Independent Director
Mr. Rajesh Verma Member Non Executive and Independent Director
Mr. Dharmendra Member Non Executive and Non Independent Director

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy has been posted on the website of company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2014-15 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company s policies proceduresand practices.

Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhas on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration

REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhave on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhave appointed M/s. K.K. Mishra & Associates Company Secretaries to undertakethe Secretarial audit of the Company for the Financial Year 2014-15. The report is annexedherewith.

With respect to the qualifications the Company is searching the best candidate for thepost of Company Secretary and Chief Financial officer and would try to intimate and filethe required information/compliances timely.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S

OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company s operations in future.

HUMAN RESOURCES INDUSTRIAL RELATIONS:

The takes pride in the commitment competence and dedication shown by its employees inall areas of Business.

The Company is committed to nurturing enhancing and retaining top talent throughsuperior Learning and Organizational Development. This is a part of Corporate HR functionand is a critical pillar to support the Organisation s growth and its sustainability inthe long run.

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 the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(d) The 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 internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively.

NOT APPLICABLE

(f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the continuing support ofShareholders employees bankers and Business associates at all levels.

For and on behalf of the Board
Mahadushi International Trade Limited
Sd /- Sd/-
Raju Yadav Dharmendra
Date: 01.09. 2015 Director Director
Place: New Delhi DIN: 06692750 DIN: 06798855