The Board of Directors hereby submits the report of the business andoperations of your Company along with the audited financial statements for the financialyear ended March 31 2021.
The performance of the company for the financial year ended March 312021 is summarized below:
| || ||(Figures in Rs.) |
|ITEM ||As on 31st March 2021 ||As on 31st March 2020 |
|Sales & other Income ||3464142.00 ||2108136.00 |
|Expenditure ||7900453.00 ||1462968.00 |
|Profit / Loss before depreciation and tax ||(4436311.00) ||645168.00 |
|Depreciation ||0.00 ||0.00 |
|Tax ||96017.00 ||145588.00 |
|MAT Credit Entitlement ||96017.00 ||108764.00 |
|Deferred tax ||719.18 ||203.00 |
|Profit / Loss after tax and depreciation ||(443703018) ||390613.00 |
Your Company has achieved Net profit of Rs. 4437030.18/- in thecurrent financial year 2019-20 as in compare to Rs 390613.00/- for the previous fiscal.
We continue to be debt-free and maintain sufficient cash to meet ourstrategic objectives. We understand that liquidity in the Balance Sheet has to balancebetween earning adequate returns and the need to cover financial and business risks.Liquidity enable us to make a rapid shift in direction if there is a market demand. Webelieve that our working capital is sufficient to meet our current requirements.
Considering the present conditions of business and growth stage ofCompany The Board of Directors of the company has decided not to recommend any dividendfor the Financial Year 202021. The management being optimistic about the return frombusiness activities has proposed to plough back profit into the business activities of theCompany.
The company had neither invited nor accepted any deposits from thepublic within the meaning of the Companies (Acceptance of Deposits) Rules 2014.
Mrs. Shiwani Singh Director of the Company who is liable to retire byrotation at the Annual General Meeting and being eligible offered herself forreappointment.
The Company recognizes and embraces the importance of a diverse boardin its success. We believe that a truly diverse board will leverage differences inthought perspective knowledge skill regional and industry experience cultural andgeographical background age ethnicity race and gender which will help us retain ourcompetitive advantage.
Number of meetings of the Board
The Board met 5 (five) times during the financial year 2020-21 thedetails of which are given in the Corporate Governance Report. The maximum intervalbetween any two meetings did not exceed 120 days as prescribed in the Companies Act2013.
Policy on Director's appointment and remuneration
The Current policy is to have an appropriate mix of ExecutiveNon-Executive and Independent Directors to maintain the independence of the Board andseparate its function of governance and management. On March 31 2021 the Board consistsof five members three of whom are Executive/Non-executive Director and two IndependentDirectors.
The policy of the Company on director's appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters as required under sub- section (3) of Section 178 of theCompanies Act 2013 is available on our website (http://www.multipurposetrading.in/). Weaffirm that the remuneration paid to the directors is as per the terms laid out innomination and remuneration policy of the Company.
Declaration by Independent Directors
The Company has received necessary declaration from independentdirector under Section 149(7) of the Companies Act 2013 that they meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulations 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandates that the Board shall monitor and review the Board evaluation framework. Theframework includes the evaluation of directors on various parameters such as:
Board dynamics and relationships
Relationship with stakeholders
Company performance and strategy
Tracking Board and Committee's effectiveness
The Companies Act 2013 states that a formal annual evaluation needs tobe made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof independent director shall be done by the entire Board of Directors excluding thedirector being evaluated.
The evaluation of all the directors and the Board as a whole wasconducted based on the criteria and framework adopted by the Board. The evaluation processhas been explained in the Corporate Governance report. The Board approved the evaluationresults as collated by the nomination and remuneration committee.
Familiarization program for independent directors
All independent directors inducted into the Board attend an orientationprogram. The details of training and familiarization program are provided in the CorporateGovernance report and is also available on our website.
The Securities and Exchange Board of India (SEBI) on September 2 2015issued SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with theaim to consolidate and streamline the provisions of the Listing Agreement for differentsegments of capital markets top ensure better enforceability. The Company has entered intothe listing 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 theBoard.
Committees of the Board
Currently the Board has three committees: the Audit Committee theShareholder's/ Investor's Grievance Committee the Nomination and Remuneration Committee.A detailed note on the composition of the Board and its committees is provided in thecorporate governance report section.
Transfer of unclaimed dividend to Investor Education and ProtectionFund
Since there was no unpaid/unclaimed Dividend declared and paid lastyear the provisions 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 orderlyand efficient conduct of its business including adherence to the Company's 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 orcourts or tribunal impacting the going concern status and Company's operations in future.
Directors' responsibility statement
As required under Section 134(5) of the Companies Act 2013 theDirectors of the Company hereby states that:
i. In the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures.
ii. The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give 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.
iii. The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.
iv. The Directors had prepared the annual accounts on a Going ConcernBasis.
v. The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and
vi. The Directors had devised proper system to ensure compliance withthe provisions of all applicable laws and such system were adequate and operatingeffectively.
Related Party Transactions and details of Loans Guarantees Investment& Securities Provided
Details of Related Party Transactions and Details of Loans Guaranteesand Investments covered under the provisions of Section 188 and 186 of the Companies Act2013 respectively are given in the notes to the Financial Statements attached to theDirectors' Report.
Energy Conservation. Technology Absorption. Foreign Exchange Earningand Outgo
The information required under Section 134(3)(m) of the Companies Act2013 and rule 8(3) of Companies (Accounts)Rules 2014 relating to the conservation ofEnergy and Technology Absorption are not applicable on the Company.
Our Corporate Governance philosophy
Corporate Governance is about maximizing shareholder value legallyethically and sustainably. The goal of corporate governance is to ensure fairness forevery stakeholder. We believe sound corporate governance is critical to enhance and retaininvestor trust. We always seek to ensure that our performance is driven by integrity. OurBoard exercises its fiduciary responsibilities in the widest sense of the term. Ourdisclosures seek to attain the best practices in international corporate governance. Wealso endeavor to enhance long-term shareholder values and respect minority rights in allour business decisions.
Our Corporate Governance report forms the part of Annual Report asAnnexure-I.
Extract of annual return
In accordance with section 134(3)(a) of the Companies Act 2013 anextract of the annual return in the prescribed format is appended as Annexure -II to theBoard's report.
Secretarial Audit Report
The Company has obtained Secretarial Audit Report as required underSection 204(1) of the Companies Act 2013 from M/s. Deepak Somaiya & Co CompanySecretaries in practice. The said Report is attached with this Report as Annexure - III.
M/s Nidhi Bansal & Co. Chartered Accountants statutory auditorsof the company who were appointed in Annual General Meeting held on 30 thSeptember 2019 for four years to audit the accounts of the company till the conclusionthe Annual General Meeting of the financial year 202223 will be continue as statutoryauditor of the Company.
The Notes on financial statement referred to in the Auditors' Reportare self-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 Auditor's Report is attached with this Report as Annexure -IV.
The response to the auditor's remarks
With respect to audit report for the financial years 2020-21 theAuditor made remarks upon investment of Rs.2.00 Crores in M/s One City Promoters PrivateLimited (real estate company) made by the company in the financial year 2013-14.
The Company has made investment of Rs.2.00 Crores in One City PromotersPvt. Ltd. with a view to invest in the future project of the said company. The Company hasinformed that they are looking for viable project to start in future and the moneyinvested is safe and thus the money invested by us is not prejudice to the interest of thecompany.
Corporate social responsibility
The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable to the Company.
Audit Committee/Nomination And Remuneration Committee/ StakeholderRelationship Committee
The details of various committees and their functions are part ofCorporate Governance Report. Risks Management Policy
The Company has a risk management policy which from time to time isreviewed by the Audit Committee of Directors as well as by the Board of Directors. ThePolicy is reviewed quarterly by assessing the threats and opportunities. The Policy isdesigned to provide the categorization of risk into threat and its cause impacttreatment and control measures. As part of the Risk Management policy the relevantparameters for protection of environment safety of operations and health of people atwork and monitored regularly with reference to statutory regulations and guidelinesdefined by the Company.
Code of Conduct
The Board of Directors has laid down a Code of Conduct applicable tothe Board of Directors and Senior Management. All the Board Members and Senior Managementpersonnel have affirmed compliance with the code of conduct.
Employee's relations continue to be cordial during the year.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights as to dividendvoting or otherwise.
Issue of shares (including sweat equity shares) to employees ofthe Company under any scheme save and except ESOS referred to in this Report.
Neither the Managing Director nor the Whole-time Directors ofthe Company receive any remuneration or commission from any of its subsidiaries.
No significant or material orders were passed by the Regulatorsor Courts or Tribunals which impact the going concern status and Company's operations infuture.
Your Directors further state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
Your Directors wish to record their sincere gratitude for our valuedBusiness associates for the continuous co-operation support and assistance extended bythem. We place on record our appreciation of the commitment dedication and hard work putin by employees of the Company. We also thank our members for the continued supportreceived from them.