The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March31 2019.
The performance of the company for the financial year ended March 31 2018 issummarized below:
| || ||(Figures in Rs.) |
|ITEM ||As on 31st March 2019 ||As on 31st March 2018 |
|Sales & other Income ||2142304.80 ||2468074.91 |
|Expenditure ||1595072.58 ||1671473.26 |
|Profit / Loss before depreciation and tax ||547232.22 ||796601.65 |
|Depreciation ||-- ||8507.41 |
|Tax ||108764.00 ||(425978.00) |
|MAT Credit Entitlement ||(108764.00) ||-- |
|Deferred tax ||1214.82 ||(667.00) |
|Profit / Loss after tax and depreciation ||546017.40 ||1214739.24 |
Your Company has achieved Net profit of Rs. 546017.40 in the current financial year2018-19 as in compared to Rs 1214739.24 for the previous fiscal.
We continue to be debt-free and maintain sufficient cash to meet our strategicobjectives. We understand that liquidity in the Balance Sheet has to balance betweenearning adequate returns and the need to cover financial and business risks. Liquidityenable us to make a rapid shift in direction if there is a market demand. We believe thatour working capital is sufficient to meet our current requirements.
Considering the present conditions of business and growth stage of Company The Boardof Directors of the company has decided not to recommend any dividend for the FinancialYear 2018-19. The management being optimistic about the return from business activitieshas proposed to plough back profit into the business activities of the Company.
The company had neither invited nor accepted any deposits from the public within themeaning of the Companies (Acceptance of Deposits) Rules 2014.
Ms. Kalpana Singh Director of the Company who is liable to retire by rotation at theensuing Annual General Meeting and being eligible offer herself for reappointment. Mr.Ashish Singh who was appointed as managing director w.e.f. 22/10/2016 for three yearswill be expired on 21/10/2019 is reappointed for further period of five years subject toapproval of the members at their meeting. During the financial year Mr. Manjiv Singh(Indipendent Director) has resigned from the directorship.
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage.
Number of meetings of the Board
The Board met 6 (Six) times during the financial year 2018-19 the details of which aregiven in the Corporate Governance Report. The maximum interval between any two meetingsdid not exceed 120 days as prescribed in the Companies Act 2013.
Policy on Directors appointment and remuneration
The Current policy is to have an appropriate mix of Executive Non-Executive andIndependent Directors to maintain the independence of the Board and separate its functionof governance and management. On March 31 2019 the Board consists of five members threeof whom are Executive/Non-executive Director and two Independent Directors. The companyhas also appointed CFO in October 2018.
The policy of the Company on directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub- section (3) of Section 178 of the Companies Act2013 is available on our website (http://www.multipurposetrading.com/). We affirm thatthe remuneration paid to the directors is as per the terms laid out in nomination andremuneration policy of the Company.
Declaration by Independent Directors
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulations 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:
Board dynamics and relationships
Relationship with stakeholders
Company performance and strategy
Tracking Board and Committees effectiveness
The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirector shall be done by the entire Board of Directors excluding the director beingevaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe Corporate Governance report. The Board approved the evaluation results as collated bythe nomination and remuneration committee.
Familiarization program for independent directors
All independent directors inducted into the Board attend an orientation program. Thedetails of training and familiarization program are provided in the Corporate Governancereport and is also available on our website.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets top ensure better enforceability. The Company has entered into thelisting agreement with BSE Limited.
Directors and Key Managerial Personnel
Chairman of the Board
Ashish Singh Director of the Company took over as the Chairman of the Board.
Committees of the Board
Currently the Board has three committees: the Audit Committee the Shareholders/Investors
Grievance Committee the Nomination and Remuneration Committee. A detailed note on thecomposition of the Board and its committees is provided in the corporate governance reportsection.
Transfer of unclaimed dividend to Investor Education and Protection Fund
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply
Internal financial control and its adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures.
Significant and material orders
There are no significant and material orders passed by the regulator or courts ortribunal impacting the going concern status and Companys operations in future.
Directors responsibility statement
As required under Section 134(5) of the Companies Act 2013 the Directors of theCompany hereby states that:
i. In the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards had been followed along with proper explanation relatingto material departures.
ii. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe Profit and Loss of the company for that period.
iii. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.
iv. The Directors had prepared the annual accounts on a Going Concern Basis.
v. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such system were adequate and operating effectively.
Related Party Transactions and details of Loans Guarantees Investment &Securities Provided
Details of Related Party Transactions and Details of Loans Guarantees and Investmentscovered under the provisions of Section 188 and 186 of the Companies Act 2013respectively are given in the notes to the Financial Statements attached to theDirectors Report.
Energy Conservation Technology Absorption Foreign Exchange Earning and Outgo
The information required under Section 134(3)(m) of the Companies Act 2013 and rule8(3) of Companies (Accounts)Rules 2014 relating to the conservation of Energy andTechnology Absorption are not applicable on the Company.
Our Corporate Governance philosophy
Corporate Governance is about maximizing shareholder value legally ethically andsustainably. The goal of corporate governance is to ensure fairness for every stakeholder.We believe sound corporate governance is critical to enhance and retain investor trust. Wealways seek to ensure that our performance is driven by integrity. Our Board exercises itsfiduciary responsibilities in the widest sense of the term. Our disclosures seek to attainthe best practices in international corporate governance. We also endeavor to enhancelong-term shareholder values and respect minority rights in all our business decisions.Our Corporate Governance report forms the part of Annual Report as Annexure-I. Extractof annual return
In accordance with section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as Annexure -II to theBoards report.
Secretarial Audit Report
The Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Deepak Somaiya & Co Company Secretaries inpractice. The said Report is attached with this Report as Annexure III.
M/s Nidhi Bansal & Co. Chartered Accountants statutory auditors of the companywho were appointed in Annual General Meeting held on 30th September 2015 for four yearsto audit the accounts of the company till the conclusion the Annual General Meeting of thefinancial year 2018-19 the board proposed to the members for their reappointed for thefurther period of four years in ensuing Annual General Meeting and being eligible forreappointment they offer themselves for reappointment for the financial year 2019-20202020-21 2021-22 & 2022-23. They have confirmed their eligibility to the effect thattheir re-appointment if made would be within the prescribed limits under the Act andthat they are not disqualified for re-appointment.
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation or adverse remark except remarks upon theinvestment made in a company under same management.
The said Auditors Report is attached with this Report as Annexure IV.
The response to the auditors remarks
With respect to audit report for the financial years 2018-19 the Auditor made remarksupon investment of Rs.2.00 Crores in M/s One City Promoters Private Limited (real estatecompany) made by the company in the financial year 2013-14.
The Company has made investment of Rs.2.00 Crores in One City Promoters Pvt. Ltd. witha view to invest in the future project of the said company. The Company has informed thatthey are looking for viable project to start in future and the money invested is safe andthus the money invested by us is not prejudice to the interest of the company.
Corporate social responsibility
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
Audit Committee/Nomination And Remuneration Committee/ Stakeholder RelationshipCommittee
The details of various committees and their functions are part of Corporate GovernanceReport.
Risks Management Policy
The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities. The Policy is designed to providethe categorization of risk into threat and its cause impact treatment and controlmeasures. As part of the Risk Management policy the relevant parameters for protection ofenvironment safety of operations and health of people at work and monitored regularlywith reference to statutory regulations and guidelines defined by the Company.
Code of Conduct
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.
Employees relations continue to be cordial during the year.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights as to dividend voting orotherwise.
Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme save and except ESOS referred to in this Report.
Neither the Managing Director nor the Whole time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries.
No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors wish to record their sincere gratitude for our valued Businessassociates for the continuous co-operation support and assistance extended by them. Weplace on record our appreciation of the commitment dedication and hard work put in byemployees of the Company. We also thank our members for the continued support receivedfrom them.
|Place: New Delhi ||By Order of the Board |
|Date: 29/08/2019 ||For Multipurpose Trading and Agencies Ltd. |
| ||S/d |
| ||Ashish Singh |
| ||Chairman & Director |
| ||DIN: 00066423 |
| ||Add: B-1 Kalindi Colony New Delhi-65 |