To
The Members
Negotium International Trade Limited
Your Directors have pleasure in presenting the 27th Directors' Report of your Companytogether with Audited Statement of Accounts and the Auditors' Report of your Company forthe financial year ended 31st March 2021.
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 2021 | For the Financial year ended as on 31st March 2020 |
| Amount (in Rs.) | Amount (in Rs.) |
| Income | 909200.00 | 713092.00 |
| Less: Expenditure | 870236.00 | 736078.00 |
| Profit/(Loss) before taxation | 38964.00 | (22986.00) |
| Less: Current Tax | - | 0.00 |
| Deferred tax / Deferred tax adjustment | 2513.00 | 6129.00 |
| Net profit/ (Loss) after taxation | 36451.00 | (29116.00) |
During the year under review the Company's income is Rs. 909200.00/- as againstincome of Rs. 713092.00-in 2019-20. The net profit during the year has been Rs.36451.00 as against the net loss of Rs. 29116.00/- in the previous year.
DIVIDEND
The Directors have not recommended any dividend for the financial year 2020-21 forgrowth requirement and expansion of the business.
RESERVE AND SURPLUS
As on 31st March 2021 Rs. 36451.00/- is being transferred to the Amount of Reserveand Surplus as the current year profit.
CHANGE IN THE SHARE CAPITAL
During the period under review no change in share capital of the company
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. Name of Director/KMP No. and Designation | Remuneration of Director/ KMP for FY 2020-21(Rs. In Lakhs) | % increase in Remuneration in FY 2020-21** | Ratio of Remuneration of Director to Median Remuneration of employees | Ratio of Remuneration of Director to Median Remuneration of Employees |
| 1. N.A | N.A | N.A. | N.A. | N.A. |
The number of permanent employees as on 31st March 2021 was 1.
Average of remuneration of employees excluding KMPs Nil
No employee's remuneration for the year 2020-21 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 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 THE FINANCIALYEAR ENDED MARCH 31 2021 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 2021 provision of section 129of the Companies Act 2013 is not applicable.
STATUTORY AUDITORS
The Borad has appointed M/s. G.P.KESHRI & ASSOCIATES Chartered Accountants (FirmRegistration number 017251N) as Statutory Auditors of the Company to hold office from theconclusion of this Annual General Meeting till conclusion of 32th Annual General Meetingand to authorize the Board to fix their remuneration. M/s. G. P. KESHRI & ASSOCIATESChartered Accountants Statutory Auditors of the Company Chartered Accountants to theeffect that their appointment if made would be in accordance with the Act and that theyare not disqualified for such appointment. The Company has received letters from Auditorto the effect that their ratification if made would be within the prescribed limitsunder Section 141(3)(g) of the Companies Act 2013 and that they are not disqualified.
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 noforeign exchange earning & outgo during the financial year under review.
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 there is no change in the composition of Board ofDirector of the company during 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 there under. There was no complaint on sexual harassment during the year underreview.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND THEIR COMMITTEES.
a. BOARD MEETINGS
During the year Five (05) 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 July 2020 29th August 2020 12th September 2020 07th November 2020 and 13thFebruary 2021
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 2020-21 on 28.07.2020 12.09.2020 07.11.2020 and 13.02.2021 following is thecomposition:
As on 31st March 2021 the Composition of Audit Committee is as follows:
| Name of Member | Designation | Category |
| Mr. Amar Sharma | Chairman | Non Executive and Independent Director |
| Mr. Chandan Mandal | Member | Non Executive and Non Independent Director |
| Mr. Raju Yadav | Member | Whole Time 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 2020-21 on 28.07.2020 12.09.2020 07.11.2020 and 13.02.2021following is the composition:
| Name of Member | Designation | Category |
| Mr. Amar Sharma | Chairman | Non Executive and Independent Director |
| Mr. Chandan Mandal | Member | Non Executive and Non Independent Director |
| Mr. Raju Yadav | Member | Whole Time 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 2020-21 on28.07.2020 12.09.2020 07.11.2020 and 13.02.2021. Following is the composition:
The details of the Composition of the Nomination and Remuneration Committee are givenbelow:
| Name of Member | Designation | Category |
| Mr. Amar Sharma | Chairman | Non Executive and Independent Director |
| Mr. Chandan Mandal | Member | Non Executive and Non Independent Director |
| Mr. Raju Yadav | Member | Whole Time 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.
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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 2020-21 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.
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 Companyhas appointed M/s. Shashank Kumar & Associates Company Secretaries toundertake the Secretarial audit of the Company for the Financial Year 2020-201. The reportis annexed herewith as Annexure B.
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With respect to the qualifications the company will try to intimate and file therequired information/compliances timely.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS 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 toptalent through superior Learning and Organizational Development. This is a part ofCorporate HR function and is a critical pillar to support the Organization's growth andits sustainability in the long run.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that -
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (b) thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; (c) The directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) The directors had prepared the annual accounts on agoing concern basis; and (e) The directors in the case of a listed company hadlaid down internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively. NOT APPLICABLE
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
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 | Chandan Mandal |
| Director | Director |
| Date: 04.09.2021 | DIN: 06692750 | DIN: 08091815 |
| Place: New Delhi | | |
