Magnanimous Trade & Finance Ltd Directors Report

To

The Members,

MAGNANIMOUS TRADE & FINANCE LTD

Your Directors have pleasure in presenting the 39^thAnnual Report of your Company along with the Audited Statement of Accounts for the year ended March 31, 2024.

1. SUMMARY OF FINANCIAL RESULTS:

Amount (in hundreds)

Particulars	Standalone		Consolidated
	For the financial year ended 31st March, 2024	For the financial year ended 31st March, 2023	For the financial year ended 31st March, 2024	For the financial year ended 31st March, 2023
	(Rs.)	(Rs.)	(Rs.)	(Rs.)
Revenue from Operation including other income	37,17,017.64	84,764.00	37,17,017.64	84,764.00
Expenses excluding	14,65,583.17	33,774.00	14,65,583.17	33,774.00
Depreciation
Depreciation and	11,353.60	1,718.67	11,353.60	1719.27
Amortization
Profit (Loss) Before Tax	22,40,080.87	49,271.34	22,41,005.18	48,754.14
Extraordinary items	0.00	0.00	0.00	0.00
Current Tax	(4,18,324.18)	0.00	(4,18,324.18)	(5,569.31)
Deferred Tax Adjustment	314.76	(1,092.13)	314.76	(1,621.79)
MAT Credit entitlement	0.00	(5569.31)	0.00	0.00
Excess/short provision relating earlier year tax	5,569.31	(25.83)	5,569.31	(25.83)
Profit (loss) After Tax	18,27,640.76	42,584.07	18,28,565.07	44,780.79
Net fixed assets	90.365.09	53,179.29	90,365.09	53,179.29
Share capital	95,146.80	95,146.80	95,146.80	95,146.80
Reserve & Surplus Profit/(Loss)	26,03,475.58	7,75,834.81	26,01,497.75	7,72,932.67

The board of directors has not recommended any dividend for the financial year.

3. OPERATIONS

During the year under review Total Income of the Company has increased from Rs. Rs. 84,76,400.00/-. to Rs. 37,17,01,764.24/-. The Net Profit for the current year stood at Rs 18,27,64,076.24/- as against Net profit of Rs. 42,58,406.70/-in the previous year.

4. TRANSFER TO RESERVES:

The Company has transfer of Rs. 3,65,52,815.00.00 to the statutory reserve.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the objects of the Company. Business is being conducted as per the objectives described in the Memorandum of Association of the Company. There has been no material change in the line or nature of business that the Company is operating in.

6. INFORMATION ABOUT SUBSIDIARY/ASSOCIATE COMPANY:

During the year under review, the following Companies continued to hold the status of Associate of your Company: -

SL No.Name of Company	CIN	Applicable Section.
1. AMBER MERCANTILES LTD	U67120RJ1990PLC059663	2(6)

In accordance with the Companies Act, 2013 and Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 and 27 on Accounting for Investments in Associates/ Subsidiaries, the Companies are required to prepare Consolidated Financial Statements of its Associate(s) / Subsidiary (ies) to be laid before Annual General Meeting of the Company, accordingly. The Consolidated Financial Statement incorporating the Accounts of Associate Company(ies) along with the Auditors Report thereon forms part of this Annual Report.

However, the Company does not have any Subsidiary and Joint Venture Company during the year under review.

As per Section 134 of the Companies Act, 2013, your Company has prepared a Consolidated Financial Statement for the year ended 31st March, 2024 which together with Auditors Report thereon form part of this Annual Report.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 is not applicable, as there was n o Dividend declared and paid last year.

8. DEPOSITS:

Company has not accepted any deposits from the public, during the year under review.

9. MATERIAL CHANGES AND COMMITMENTS:

As on the date of this report, no material changes and commitments affecting the finan cial position of the Company have occurred, between the end of the financial year towhich t hese financial statements relate.

10. ANNUAL RETURN

Annual Return as required under Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, is available on the website of the company at https://mtfl.in.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 with respect to Directors Responsibility Statement it is confirmed that-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) Such accounting policies have been selected and applied consistently and judgments and estimates have been made 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 profit of the company for that period; c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The annual accounts have been prepared on a going concern basis. e) That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively. f) That proper system was devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. SHARE CAPITAL:

The Company has 951468 Equity Shares of Rs. 10 each amounting to Rs. 95,14,680. During the year under review, the Company has not issued any shares or any convertible instruments.

The Company has only one class of Equity Share having a par value of Rs. 10/-each holder of share is entitled to one vote per share with same rights.

During the Year 2023-24, the company has not made any issue of equity shares with differential voting rights, Sweat Equity Shares and employee stock option.

13. LISTING OF SHARES:

Shares of company have been listed on Bombay Stock Exchange.

14. AUDITORS:

a. Statutory Auditors:

In accordance with the provisions of Section 139(8) and other applicable provisions of the Companies Act, 2013 M/s GUPTA & SHAH. Chartered Accountant (FRN: 01416C), were appointed as statutory Auditors of the Company to fill the Casual Vacancy caused by the resignation of M/s Chaudhary Pandiya & CO., Chartered Accountants (Firm Registration Number- 001903C) to hold office up to the conclusion of the ensuing Annual General Meeting.

In accordance with Sec 139 of the Companies Act, 2013, M/s GUPTA & SHAH. Chartered Accountant (FRN: 01416C), shall be appoint by the members as Statutory Auditors of the Company at the ensuing Annual General Meeting to be held for the financial year ended on 31^stMarch 2023, for a period of 5 years to hold office from the conclusion of this Annual general meeting till the conclusion of Annual General Meeting of the Company to be held for the F.Y. ending on 31^st March 2028.

b. Statutory Auditors Report:

The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts, are self explanatory and therefore do not call for any further comments under Section 134 (3)(f) of the Companies Act, 2013.

The Auditors of the Company have not raised any queries or made any Qualifications on the Accounts adopted by the Board which were then audited by them.

c. Secretarial Auditor:

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed M/s. Mahendra Khandelwal & Co., a firm of Company Secretaries in Practice, as the Secretarial Auditor of the Company for the financial year 2023-24.

d. Secretarial Audit Report

The Secretarial Audit Report is annexed to this Board report as Annexure-III.

15. DIRECTORS /KEY MANAGERIAL PERSONNEL:

a. Retire by Rotation

The Independent Directors hold office for a fixed period of five years from the date of their appointment and are not liable to retire by rotation. Out of the remaining Non-Executive/ Non-Independent Directors, in accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. SHASHANK PARASRAMPURIA (DIN: 07182816) is liable to retire by rotation and being eligible, offer his candidature for reappointment as Director.

b. Independent Directors and their Declaration of Independence

The Board of the Company as on March 31, 2024 consisted of 5 directors out of which 2 are independent directors. All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c. Composition of Board of Director as on 31st March 2024 and changes during the year

The Board of the Company as on March 31, 2024 consist of 5 directors out of which 2 are independent directors, one is Managing Director and one is Executive director one is Non Executive Director, non independent director.

d. Changes in the composition of Key Managerial Personnel (other than Board of Directors):

The Company has appointed Mr. Rakesh Panwar as Company Secretary and Compliance Officer of the company.

16. COMMITTEE DETAILS

Audit Committee

The Audit Committee comprises Independent Directors namely Shri Gautam Lhila (Independent Director and Chairman), Shri Pradeep Kumar Dada (Independent Director) and Shri Sudhir Kumar Parasrampuria (Director) as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Shri Gautam Lhila(Independent Director and Chairman), Shri Pradeep Kumar Dada (Independent Director) and Shri Sudhir Kumar Parasrampuria (Director) as other Members. All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

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 are enclosed herewith as Annexure-II.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of energy:

The company is not engaged in manufacturing activity, the details relating to Conservation of Energy, Technology Absorption. Foreign Exchange Earnings and Outgo as per Section 134 (3) (m) of the Companies Act, 2013 being not applicable, hence not provided.

B. Technology Absorption:

The particulars regarding Technology absorption are: NIL

C. Foreign exchange earnings and Outgo:

Particulars	As on 31.03.2024	As on 31.03.2023
a) Earnings in foreign exchange	Nil	Nil
b) Expenditure / outgo in foreign exchange (Travelling)	Nil	Nil

18. MEETINGS

During the financial year 2023-24, following meetings were convened:

Board Meetings

S. No. Date of Board Meeting	Boards Strength	No. of Directors Present
1. 30/05/2023	5	5
2. 18/07/2023	5	5
3. 26/07/2023	5	5
4. 06/09/2023	5	5
5. 09/11/2023	5	5
6. 12/02/2024	5	5

Audit Committee Meetings

S. No. Date of Meeting	Strength of Members	No. of Members Present
1. 30/05/2023	3	3
2. 18/07/2023	3	3
3. 09/11/2023	3	3
4. 12/02/2024	3	3

Nomination & Remuneration Committee Meetings

S.No. Date of Meeting	Strength of Members	No. of members present
1. 29/05/2023	3	3
2. 26/07/2023	3	3

Independent Directors Meeting

S. No. Date of Meeting	Strength of Members	No. of members present
1. 22/03/2024	2	2

Stake-holder Relationship Meeting

S. No. Date of Meeting	Strength of Members	No. of members present
1. 30/05/2023	3	3
2. 11/02/2024	3	3

Members Meeting

S.No. Type of Meeting	Date of Meeting	Total No. of Members Entitle to Attend	Number of Members Attended
1. Annual General Meeting	30-09-2024	305	8

19. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND

INDIVIDUAL DIRECTORS

The Company has formulated a Board Evaluation template for performance evaluation of the Independent Directors, the Board, its Committees and other individual Directors which includes criteria for performance valuation of the Non-Executive Directors and Executive Directors.

The formal Board evaluation as mandated under the Companies Act and Listing Regulations has been carried out during the year.

20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an appropriate Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment of its employees.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND

EMPLOYEES:

The company has established a vigil mechanism for grievances redressal of director and employees of the company which will help in reporting genuine concerns or grievances of directors and employees.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the Company does not fall under the class of companies as prescribed under Section 135 of Companies Act, 2013 and Rules made thereunder, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

Therefore, Company is not liable to contribute towards Corporate Social Responsibility.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION

186:

Particulars of Loan given, Investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in financial statement

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED

PARTIES:

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under the proviso thereto have been disclosed in Form No. AOC -2, as Annexure -I.

25. MANAGERIAL REMUNERATION:

(A)Managerial Remuneration of Rs. 6,00,000/- is paid to the Managing Director of the company.

(B) There is no Employee who is in receipt of remuneration of more than Rs. 8,50,000 per month. or Rs. 102,00,000 per annum under Section 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the financial 2023-24.

(C)The company does not have any material information to report in accordance with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. RISK MANAGEMENT POLICY:

In view of minimal operational activities, no Risk Management Policy was framed by the Board.

27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has proper place and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

28. GREEN INTIATIVES:

Electronic copies of the Annual Report 2023-24 and the notice of 39^thAGM are sent to all members whose e-mail address is registered with the company/depository participants. For members who have not registered their email address, physical copies are sent in the permitted mode.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING

CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

30. OTHER DISCLOSURES AND STATUTORY INFORMATION:

a. Compliance with Secretarial Standards

The Company complies with applicable secretarial standards.

b. Policies and code adopted by the Company

The Board of Directors has from time to time framed and approved policies as required by the SEBI LODR Regulations as well as under the Companies Act, 2013. These policies will be reviewed by the Board at periodic intervals. Some of the key policies that have been adopted are as follows:

Code for Disclosure of Unpublished Price Sensitive Information

Code of Conduct for Insider Trading

Policy on Related Party Transactions

Code of Conduct for Directors and Senior Management Personnel

31. HUMAN RESOURCES MANAGEMENT

We firmly believe that employee motivation, development and engagement are key aspect of good human resource management. We provide several forums and communication channels for our employees to not only share their point of view and feedback related to our business, but also share feedback self-development and career advancement. These forums have helped us to identify and implement a number of structural changes during the year under review.

32. ACKNOWLEDGEMENTS:

An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation and hard work the Company was able to achieve the results.

By order of the Board

For MAGNANIMOUS TRADE & FINANCE LTD

CIN: L65923RJ1991PLC059251

 

Date: 06-09-2024

Place: Jaipur

 

Sd/-	Sd/-
PARWATI PARASRAMPURIA	SUDHIR KUMAR PARASRAMPURIA
Managing Director	Director
DIN: 00359065	DIN: 00358982