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Negotium International Trade Ltd.

BSE: 537838 Sector: Others
NSE: N.A. ISIN Code: INE339P01046
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OPEN 10.93
CLOSE 10.93
VOLUME 925
52-Week high 10.93
52-Week low 5.89
P/E
Mkt Cap.(Rs cr) 43
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 23rd Directors' Report ofyour Company together with Audited Statement of Accounts and the Auditors' Report of yourCompany for the financial year ended 31st March 2017.

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 2017 For the Financial year ended as on 31st March 2016
Amount (in Rs.) Amount (in Rs.)
Income 17330448 37875870
Less: Expenditure 16982059 36970357
Profit/(Loss) before taxation 348389 905513
Less: Current Tax 79798 279803
Deferred tax - -
Net profit/ (Loss) after taxation 268591 625710

During the year under review the Company's income is Rs. 17330448/- as againstincome of Rs. 37875870/-in 2015-16. The net profit after tax during the year has beenRs. 268591/-as against the net profit of Rs 625710/- in the previous year.

DIVIDEND

The Directors have not recommended any dividend for the financial year 2016-17 forgrowth requirement and expansion of the business.

RESERVE AND SURPLUS

As on 31st March 2017 Rs. 268591/- is being transferred to the Amount ofReserve and Surplus as the current year profit.

CHANGE IN THE SHARE CAPITAL

Consolidation

During the period under review The Authorized Share Capital as on March 31 2017 wasRs. 6 crores consisting of 6000000 shares of Rs. 10/each). The Company has split theface value of its share capital from Rs. 10/- per share into the shares of Rs. 1/- each.

Pursuant to which the Authorized Shares capital of the company is Rs. 60000000/-(Rupees Six Crore) consisting of 60000000 Equity shares of Rs.1 each and Paid up sharecapital of the company is Rs. 39222500/-(Rupees Three Corer Ninety Two Lakh Twenty TwoThousand Five Hundred) consisting of 39222500 Equity shares of Rs. 1/- each.

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the period under review The Company has split the face value of its sharecapital from Rs. 10/- per share into the shares of Rs. 1/- each through shareholdersapproval in the 22nd Annual General Meeting of the company held on 30.09.2016Pursuant to which the company has altered the capital clause of memorandum of associationto give effect the split of face value of shares.

CHANGE OF NAME OF THE COMPANY

During the period under review the company has changed its name from MahadushiInternational Trade Limited to Negotium International Trade Limited through specialresolution passed by the shareholders of the company in the Annual General Meeting of thecompany held on 30.09.2016.

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.

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 2016-17 (Rs. In Lakhs) % increase in Remuneration in FY 2016-17** 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.

The number of permanent employees as on 31st March 2017 was

2. Average of remuneration of employees excluding KMPs Nil

No employee's remuneration for the year 2016-17 exceeded the remuneration of any of theDirectors.

Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.

The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance. The remuneration of Directors KMPsand other employees is in accordance with the Remuneration 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 THE FINANCIALYEAR ENDED MARCH 31 2017 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 2017 provision of section 129of the Companies Act 2013 is not applicable.

STATUTORY AUDITORS

M/s. G.P.KESHRI & ASSOCIATES Chartered Accountants Statutory Auditors ofthe Company Chartered Accountants to the effect that their appointment if made wouldbe in accordance with the

Act and that they are not disqualified for such appointment. The Company has receivedletters from Auditor to the effect that their ratification if made would be within theprescribed limits under Section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified.

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 A.

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. Amar Sharma who was appointed as the AdditionalDirector of the company w.e.f. 30.03.2016 were regularized as the Independent Director ofthe company to hold office for a term of Five Consecutive years commencing form 30.03.2016in the 22nd Annual General Meeting of the company held on 30.09.2016.

Except above there is no change in the composition of Board of Director of the companyduring the financial year under review.

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 Eight (8) Board Meetings were convened and held. The details of whichare given below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

28th May 2016 13th August 2016 24th August 201603rd September 2016 03rd October 2016 25th October2016 12th November 2016 and 14th February 2017

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 4 times during the financialyear 2016-17 on 28.05.2016 13.08.2016 12.11.2016 and 14.02.2017 following is thecomposition:

As on 31st March 2017 the Composition of Audit Committee is as follows:

Name of Member Designation Category
Mr. Amar Sharma 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. Stakeholder Relationship Committee met 4 timesduring the financial year 2016-17 on 28.05.2016 13.08.2016 12.11.2016 and 14.02.2017following is the composition:

Name of Member Designation Category
Mr. Amar Sharma 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. TheNomination and Remuneration Committee met 4 times during the financial year 2016-17 on28.05.2016 13.08.2016 12.11.2016 and 14.02.2017 following is the composition:

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. Amar Sharma 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 2016-17 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 onBusiness and 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.

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. S.K. Jha & Associates Company Secretaries to undertakethe Secretarial audit of the Company for the Financial Year 2016-17. The report is annexedherewith as Annexure B.

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 in the 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
Negotium International Trade Limited
(Formerly Known as Mahadushi International Trade Limited)
Sd /- Sd/-
Raju Yadav Dharmendra
Date: 02.09.2017 Director Director
Place: New Delhi DIN: 06692750 DIN: 06798855