DIRECTOR'S REPORT TO, THE MEMBERS OF MAGNANIMOUS TRADE & FINANCE LIMITED Your Director's have pleasure in presenting herewith the Thirtieth Annual Report along with Audited Accounts of the Company for the year ended 31st March, 2015. DIVIDEND in View of the losses and conserve resources for general corporate purposes and working capital requirements, your Director's considered it prudent not to recommend any Dividend for the year under review. OPERATIONS During the year under review Total Income of the Company sharply declined from Rs. 49.83 Lacs to Rs. 28.74 Lacs in the Current Year. The Company suffered a Net Loss of Rs. 1.35 Lacs in the Current Year as against Net Profit of Rs. 14.42 Lacs in the Previous Year mainly on account of higher incidence of operating expenses. Your Directors are making constant efforts to improve performance of the Company. DIRECTORS In accordance with the provisions of the Companies Act, 2013 read with Articles of Association of the Company, Ms. Aarti Parasrampuria, Director of the Company retires by rotation at the ensuring Annual General Meeting and is eligible for re-appointment. SUBSIDIARY COMPANY / ASSOCIATE COMPANY The Company has no Subsidiary and Associate Companies. In terms of third proviso to Rule 6 of the Companies (Accounts) Rules, 2014 and as per Board's decision attaching the report on performance and financial position of the Subsidiary / Associate Company is not applicable. STATUTORY AUDITORS M/s. Om P. Agarwal & Associates, Statutory Auditors of the Company who hold office till the conclusion of the ensuring Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. As regards Auditor's observation regarding non-provision of bad debts, the same is self explanatory and has been suitably explained in the relevant notes to the accounts. The Company is hopeful of recovery of the said amount as such no provision was considered necessary. SECRETARIAL AUDITOR The Board has appointed M/s. Mahendra Khandelwal & Co., Practising Company Secretaries to conduct Secretarial Audit for the Financial year 2014-15. The Secretarial Audit Report for the Financial Year ended 31st March, 2015 is annexed herewith as Annexure-A to this Report. As regards observation in Secretarial Audit Report with respect to non-appointment of Company Secretary, in view of the insignificant operations and unprofitable operations the Company could not afford to employ a whole time Company Secretary.However, it has retained the services of a Practising Company Secretary to ensure statutory compliances . MEETINGS OF THE BOARD The Board of Directors duly met 6 (Six) times respectively on 13th May, 2014, 26th May, 2014, 13th August, 2014, 14th November, 2014, 31st December, 2014, and 14th February, 2015 during the financial year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. BOARD EVALUATION The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. On the basis of recommendations of the Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. EXTRACT OF ANNUAL RETURN The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in prescribed Form MGT-9 is annexed herewith as Annexure -B to this report. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred from the end of the Financial year 2014-15 till the date of this Report. Further, there was no change in the nature of business of the Company. No significant or material order has been passed by the Regulator or Courts or Tribunals during the Financial year. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All contracts / arrangements / transactions entered by the Company during the Financial year with related parties were in the ordinary course of business and on arm's length basis. Such transactions form part of the notes to the Financial Statements provided in this Annual Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial Statements provided in this Annual Report. RISK MANAGEMENT The Company follows the risk management policy, wherein the management keeps an hawk eye view on the markets, both domestic and foreign, related to products and raw materials which is required. The Board members are regularly informed about the potential risk, their assessment and minimization procedures. However, the risk inter-se that are generally dealt in regular course of business and have taken care of is changes in Government policies, market trend and fluctuation in raw material prices. DISCLOSURES Audit Committee The Audit Committee comprises Independent Directors namely Shri Gautam Lhila (Chairman), Shri Pradeep Kumar Dada and Shri Sudhir Kumar Parasrampuria as other Members. All the recommendations made by the Audit Committee were accepted by the Board. Vigil Mechanism The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement with the Stock Exchange. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports. Remuneration and Nomination Policy The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board members. The details of this policy is enclosed herewith as Annexure-C STATUTORY INFORMATION A. PARTICULARS OF EMPLOYEES In view of insignificant business operations the Company is working with skeleton staff and none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed sub-Rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014 the details are not required to be furnished. In view of the above information as per sub-section (12) of Section 197 of the Companies Act, 2013, read with sub-Rule (2) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being furnished . B. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO As the Company is not engaged in any manufacturing activity, the details relating to Conservation of Energy, Technology Absorption being inapplicable are not required to be given. There have been no earnings and expenditure in foreign currency during the year under review. C. DIRECTOR'S RESPONSIBILITY STATEMENT In terms of Section 134(5) of the Companies Act, 2013, the Directors of the Company state in respect of the year ended 31st March, 2015 that :- a) in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures. b) they have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial year and of the loss of the Company for that period. c) they have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities. d) they have prepared Annual Accounts on a going concern basis. e) they have taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities. f) they have prepared Annual Accounts on a going concern basis. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. ACKNOWLEDGEMENT The Directors wish to place on record their sincere appreciation of the co-operation received by the Company from the Company's Bankers and other Authorities. The Directors are also thankful to the Shareholders for abiding faith in the Company. Deep appreciation is also acknowledged for the support and hard work put in by the employees of the Company. For and on behalf of the Board (SUDHIR KUMAR PARASRAMPURIA) Chairman DIN: 00358982 Dated: 14th August, 2015 Place: Kanpur |