To
The Members
MAGNANIMOUS TRADE & FINANCE LTD
Your Directors have pleasure in presenting the 36th Annual Report of yourCompany along with the Audited Statement of Accounts for the year ended March 31 2021.
1. SUMMARY OF FINANCIAL RESULTS:
Amount (in hundreds)
| Particulars | Standalone | Consolidated |
| For the financial year ended 31st March 2021 | For the financial year ended 31st March 2020 | For the financial year ended 31st March 2021 | For the financial year ended 31st March 2020 |
| (Rs.) | (Rs.) | (Rs.) | (Rs.) |
| Revenue from Operation including other income | 46969.00 | 160653.00 | 46969.00 | 160653.00 |
| Expenses excluding Depreciation | 37190.00 | 86729.00 | 37190.00 | 86729.00 |
| Depreciation and Amortization | 240.00 | 1113.00 | 240.00 | 1113.00 |
| Profit (Loss) Before Tax | 9539.00 | 72811.00 | 6438.00 | 68189.00 |
| Extraordinary items | 0.00 | 0.00 | | |
| Current Tax | (2227.00) | (17557.00) | (2227.00) | (17557.00) |
| Deferred Tax Adjustment | 123.00 | (4.00) | 123.00 | (4.00) |
| Excess/short provision relating earlier year tax | (4052.00) | (169.00) | (4052.00) | (169.00) |
| Profit (loss) After Tax | (2227.00) | (17557.00) | 282.00 | 50459.00 |
| Net fixed assets | 1113.00 | 1353.00 | 1113.00 | 1353.00 |
| Share capital | 95147.00 | 95147.00 | 95147.00 | 95147.00 |
| Reserve & Surplus Profit/(Loss) | 716485.00 | 713102.00 | 809425.00 | 809143.00 |
2. DIVIDEND:
The board of directors has not recommended any dividend for the financial year.
3. OPERATIONS
During the year under review Total Income of the Company has decreased from Rs.16065295.00 to Rs. 4696882.00. The Net Profit for the current year stood at Rs270722.27 as against Net profit of Rs. 4406344.44 in the previous year due to higherincidence of administrative expenses.
4. TRANSFER TO RESERVES:
The Company proposes to transfer no amount to the general reserve.
5. INFORMATION ABOUT SUBSIDIARY/ASSOCIATE COMPANY:
During the year under review the following Companies continued to hold the status ofAssociate of your Company:-
| SL No. | Name of Company | CIN | Applicable Section. |
| 1. | MACRO INTERNATIONAL LIMITED | L74120UP1993PLC015605 | 2(6) |
| 2. | AMBER MERCANTILES LTD | U67120RJ1990PLC059663 | 2(6) |
In accordance with the Companies Act 2013 and Accounting Standard AS-21 onConsolidated Financial Statements read with Accounting Standard AS-23 and 27 on Accountingfor Investments in Associates/ Subsidiaries the Companies are required to prepareConsolidated Financial Statements of its Associate(s) / Subsidiary(ies) to be laid beforeAnnual General Meeting of the Company. accordingly. The Consolidated Financial Statementincorporating the Accounts of Associate Company(ies) along with the Auditors' Reportthereon forms part of this Annual Report.
However_ the Company does not have any Subsidiary and Joint Venture Company during theyear under review. As per Section 134 of the Companies Act 2013. your Company hasprepared a Consolidated Financial Statement for the year ended 31st March 20221 whichtogether with Auditor's Report thereon form part of this Annual Report.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act 2013 is not applicable as therewas no Dividend declared and paid last year.
7. DEPOSITS:
Company has not accepted any deposits from the public during the year under review.
8. MATERIAL CHANGES AND COMMITMENTS:
As on the date of this report no material changes and commitments affecting thefinancial positi on of the Company have occurred between the end of the financial year towhich these financial statements relate.
9. EXTRACT OF ANNUAL RETURN
An Extract of Annual Return as required under Section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed in Annexure-I herewith.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013with respect to Directors' Responsibility Statement it is confirmed that-
a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; b. Suchaccounting policies have been selected and applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theloss of the company for that period; c. Proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d. The annual accounts have been prepared on a going concern basis.e. That internal financial controls were laid down to be followed and that such internalfinancial controls were adequate and were operating effectively. f. That proper system wasdevised to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
11. SHARE CAPITAL:
The Company has 951468 Equity Shares of Rs. 10 each amounting to Rs. 9514680. Duringthe year under review the Company has not issued any shares or any convertibleinstruments.
The Company has only one class of Equity Share having a par value of Rs. 10/-eachholder of share is entitled to one vote per share with same rights.
During the Year 2020-21 the company has not made any issue of equity shares withdifferential voting rights Sweat Equity Shares and employee stock option.
12. LISTING OF SHARES:
Shares of company have been listed on Bombay Stock Exchange.
13. AUDITORS:
a. Statutory Auditors:
In accordance with Sec 139 of the Companies Act 2013 M/s Chaudhary Pandiya & Co..(FRN: 001903C) Chartered Accountant were appointed by the shareholders of the Company atthe Annual General Meeting held on September 25 2017 as Statutory Auditors for a periodof 5 years to hold office from the conclusion of the Annual general meeting held for theF.Y. 2016-17 till the conclusion of Annual General Meeting of the Company to be held forthe F.Y. 2021-22 .
The Ministry of Corporate Affairs vide its Notification dated May 7 2018 hasdispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence approval of the Members for the ratification of Auditor'sappointment is not being sought at the ensuing Annual
General Meeting.
b. Statutory Auditors' Report:
The observations made by the Auditors in their Report read with relevant notes as givenin the Notes on Accounts annexed to the Accounts are self explanatory and therefore donot call for any further comments under Section 134 (3)(f) of the Companies Act 2013.
The Auditors of the Company have not raised any queries or made any Qualifications onthe Accounts adopted by the Board which were then audited by them.
c. Secretarial Auditor:
The provisions of Section 204 read with Section 134(3) of the Companies Act 2013 theBoard has appointed M/s. MKGP & Associates. a firm of Company Secretaries inPractice as the Secretarial Auditor of the Company for the financial year 2020-21.
d. Secretarial Audit Report
The Secretarial Audit Report is annexed to this Board report as Annexure- IV.
14. DIRECTORS /KEY MANAGERIAL PERSONNEL:
a. Retire by Rotation
The Independent Directors hold office for a fixed period of five years from the date oftheir appointment and are not liable to retire by rotation. Out of the remainingNon-Executive/ Non-Independent Directors in accordance with the provisions of theCompanies Act and the Articles of Association of the Company Mr. Sudhir KumarParasrampuria (DIN: 00358982) being longest in office retire by rotation and beingeligible offer his candidature for reappointment as Director.
b. Independent Directors and their Declaration of Independence
The Board of the Company as on March 31 2021 consisted of 4 directors out of which 2are independent directors.
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
c. Composition of Board of Director as on 31st March 2021 and changes duringthe year
The Board of the Company as on March 31 2021 consist of 4 directors out of which 2 areIndependent directors one is Managing Director and one is Executive director.
d. Changes in the composition of Key Managerial Personnel (other than Board ofDirectors):
There are no changes in the composition of Key Managerial Personnel during thefinancial year .
15. COMMITTEE DETAILS
Audit Committee
The Audit Committee comprises Independent Directors namely Shri Gautam Lhila(Independent Director and Chairman) Shri Pradeep Kumar Dada (Independent Director) andShri Sudhir Kumar Parasrampuria (Executive Director) as other Members. All therecommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Shri Gautam Lhila (IndependentDirector and Chairman) Shri Pradeep Kumar Dada (Independent Director) and Shri SudhirKumar Parasrampuria (Executive Director) as other Members. All the recommendations made bythe Nomination and Remuneration Committee were accepted by the Board.
The Board of Directors has framed a policy which lays down a framework 1n 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 are enclosed herewith as Annexure-'III'.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A. Conservation of energy:
The company is not engaged in 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.
B. Technology Absorption:
The particulars regarding Technology absorption are: NIL
C. Foreign exchange earnings and Outgo:
| Particulars | As on 31.03.2021 | As on 31.03.2020 |
| a) Earnings in foreign exchange | Nil | Nil |
| b) Expenditure / outgo in foreign exchange | Nil | Nil |
| (Travelling) | | |
17. MEETINGS
During the financial year 2020-21 following meetings were convened:
Board Meetings
| S. No. | Date of Board Meeting | Board's Strength | No. of Directors Present |
| 1. | 13/08/2020 | 4 | 4 |
| 2. | 14/09/2020 | 4 | 4 |
| 3. | 10/11/2020 | 4 | 4 |
| 4. | 13/02/2021 | 4 | 4 |
| 5. | 03/03/2021 | 4 | 4 |
Audit Committee Meetings
| S. No. | Date of Meeting | Strength of Members | No. of Members Present |
| 1. | 13/08/2020 | 3 | 3 |
| 2. | 14/09/2020 | 3 | 3 |
| 3. | 10/11/2020 | 3 | 3 |
| 4. | 13/02/2021 | 3 | 3 |
Nomination & Remuneration Committee Meetings
| S. No. | Date of Meeting | Strength of Members | No. of members present |
| 1. | 13/08/2020 | 3 | 3 |
Independent Director's Meeting
| S. No. | Date of Meeting | Strength of Members | No. of members present |
| 1. | 13/02/2021 | 2 | 2 |
Members Meeting
| S. No. | Type of Meeting | Date of Meeting | Total No. of Members Entitle to Attend | Number of Members Attended |
| 1. | Annual General Meeting | 28-09-2020 | 301 | 8 |
18. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The company has established a vigil mechanism for grievances redressal of director andemployees of the company which will help in reporting genuine concerns or grievances ofdirectors and employees.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As the Company does not fall under the class of companies as prescribed under Section135 of Companies Act 2013 and Rules made there under therefore the provisions related toCorporate Social Responsibility is not applicable to the Company.
Therefore Company is not liable to contribute towards Corporate Social Responsibility.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Particulars of Loan given Investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in financial statement
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of Section 188 of the Companies Act 2013 includingcertain arms length transactions under the proviso thereto have been disclosed in Form No.AOC -2 as Annexure -II.
22. MANAGERIAL REMUNERATION:
(A) Managerial Remuneration of Rs. 600000/- is paid to the Managing Director of thecompany.
(B) There is no Employee who is in receipt of remuneration of more than Rs.850000 per month. or Rs. 10200000 per annum under Section 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in the financial2019-20.
(C) The company does not have any material information to report in accordance withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
23. RISK MANAGEMENT POLICY:
In view of minimal operational activities no Risk Management Policy was framed by theBoard.
24. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has proper place and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedure applicable laws and regulations and all assets andresources are acquired economically used efficiently and adequately protected.
25. GREEN INTIATIVES:
Electronic copies of the Annual Report 2020-21 and the notice of 36th AGMare sent to all members whose e-mail address is registered with the company/depositoryparticipants. For members who have not registered their email address physical copies aresent in the permitted mode.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There were no orders passed by the regulators or courts or tribunals impacting thegoing concern status and company's operations in future.
27. OTHER DISCLOSURES AND STATUTORY INFORMATION:
a. Compliance with Secretarial Standards
The Company complies with applicable secretarial standards.
b. Policies and code adopted by the Company
The Board of Directors has from time to time framed and approved policies as requiredby the SEBI LODR Regulations as well as under the Companies Act 2013. These policies willbe reviewed by the Board at periodic intervals. Some of the key policies that have beenadopted are as follows:
Code for Disclosure of Unpublished Price Sensitive Information
Code of Conduct for Insider Trading
Policy on Related Party Transactions
Code of Conduct for Directors and Senior Management Personnel
Whistle Blower Policy
The above policies are available on the Company's website
28. Impact of COVID-19
The COVID-19 pandemic is still impacting all economic activities worldwide in variedways and any current estimates to mitigate its impact need to be continuously monitoredand reassessed. The management will continue to closely monitor any material changes basedon the future economic conditions.
Further the prolonged country-wide lockdown global economic downturn and associateddisruption of demand and supply chains had a major impact on the Company. In light of therapid evolving and dynamic situation causing unprecedented challenges for almost allenterprises the Board of directors of the company needs to respond and assess whether theactions they are taking. Complying with the government's directives on social distancingand striving to run business as usual company is making the best of this unprecedentedsituation and taking care of the proper health and hygiene of the members and all otheremployees working in this situation.
29. ACKNOWLEDGEMENTS:
An acknowledgement with thanks is hereby conveyed to all with whose help cooperationand hard work the Company was able to achieve the results.
| By order of the Board |
| For MAGNANIMOUS TRADE & FINANCE LTD |
| CIN: L65923RJ1991PLC059251 |
| Date: 02-09-2021 |
| Place: Jaipur |
| Sd/- | Sd/- |
| PARWATI PARASRAMPURIA | SUDHIR KUMAR PARASRAMPURIA |
| Managing Director | Director |
| DIN: 00359065 | DIN: 00358982 |
