Dear Members,
The Board of Directors hereby submits the report of the business and
operations of your Company, along with the audited financial statements, for the financial
year ended March 31, 2023.
Financial Results
The performance of the company for the financial year ended March 31,
2023 is summarized below:
(Figures in Rs.)
ITEM |
As on 31st
March, 2023 |
As on 31st
March, 2022 |
| Sales & other Income |
33,80,056.64 |
32,51,589.00 |
| Expenditure |
14,16,460.15 |
16,42,496.00 |
| Profit / Loss before depreciation and tax |
19,63,596.49 |
16,09,093.00 |
| Depreciation |
0.00 |
0.00 |
| Tax |
7640.00 |
1,45,588.00 |
| MAT Credit Entitlement |
0.00 |
(1,08,764.00) |
| Deferred tax |
85.00 |
244.00 |
| Profit / Loss after tax and depreciation |
19,55,871.49 |
13,54,538.00 |
Operations
Your Company has achieved Net profit of Rs. 19,55,871.49/- in the
current financial year 2022-23 as in compare to net profit of Rs. 13,54,538.00/- for the
previous fiscal.
Liquidity
We continue to be debt-free and maintain sufficient cash to meet our
strategic objectives. We understand that liquidity in the Balance Sheet has to balance
between 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. We
believe that our working capital is sufficient to meet our current requirements.
Dividend
Considering the present conditions of business and growth stage of
Company, The Board of Directors of the company has decided not to recommend any dividend
for the Financial Year 2022-23. The management being optimistic about the return from
business activities has proposed to plough back profit into the business activities of the
Company.
Deposits
The company had neither invited nor accepted any deposits from the
public within the meaning of the Companies (Acceptance of Deposits) Rules 2014.
Directors
Mr. Ashish Singh, Director of the Company, who is liable to retire by
rotation at the Annual General Meeting and being eligible offered himself for
reappointment.
Board diversity
The Company recognizes and embraces the importance of a diverse board
in its success. We believe that a truly diverse board will leverage differences in
thought, perspective, knowledge, skill, regional and industry experience, cultural and
geographical background, age, ethnicity, race and gender, which will help us retain our
competitive advantage.
Number of meetings of the Board
The Board met 5 (five) times during the financial year 2022-23, the
details of which are given in the Corporate Governance Report. The maximum interval
between any two meetings did not exceed 120 days, as prescribed in the Companies Act,
2013.
Policy on Directors appointment and remuneration
The Current policy is to have an appropriate mix of Executive,
Non-Executive and Independent Directors to maintain the independence of the Board and
separate its function of governance and management. On March 31, 2023, the Board consists
of five members, three of whom are Executive/Non-executive Director and two Independent
Directors.
The policy of the Company on directors appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters, as required under sub- section (3) of
Section 178 of the Companies Act, 2013, is available on our website
(http://www.multipurposetrading.in/). We affirm that the remuneration paid to the
directors is as per the terms laid out in nomination and remuneration policy of the
Company.
Declaration by Independent Directors
The Company has received necessary declaration from independent
director under Section 149(7) of the Companies Act, 2013, that they meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulations 25 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, mandates that the Board shall monitor and review the Board evaluation framework. The
framework includes the evaluation of directors on various parameters such as:
? Board dynamics and relationships ? Information flows ?
Decision-making ? Relationship with stakeholders ? Company performance and strategy
? Tracking Board and Committees effectiveness
? Peer evaluation
The Companies Act, 2013 states that a formal annual evaluation needs to
be made by the Board of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation
of independent director shall be done by the entire Board of Directors, excluding the
director being evaluated.
The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The evaluation process
has been explained in the Corporate Governance report. The Board approved the evaluation
results as collated by the nomination and remuneration committee.
Familiarization program for independent directors
All independent directors inducted into the Board attend an orientation
program. The details of training and familiarization program are provided in the Corporate
Governance report and is also available on our website.
Listing Agreement
The Securities and Exchange Board of India (SEBI), on September 2, 2015
issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the
aim to consolidate and streamline the provisions of the Listing Agreement for different
segments of capital markets top ensure better enforceability. The Company has entered into
the 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 the
Board.
Committees of the Board
Currently, the Board has three committees: The Audit Committee, the
Shareholders/ Investors
Grievance Committee, the Nomination and Remuneration Committee. A
detailed note on the composition of the Board and its committees is provided in the
corporate governance report section.
Transfer of unclaimed dividend to Investor Education and Protection
Fund
Since there was no unpaid/unclaimed Dividend declared and paid last
year, 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 orderly
and efficient conduct of its business, including adherence to the Companys policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial disclosures.
Significant and material orders
There are no significant and material orders passed by the regulator or
courts or tribunal impacting the going concern status and Companys operations in
future.
Directors responsibility statement
As required under Section 134(5) of the Companies Act, 2013, the
Directors of the Company hereby states that:
i. In the preparation of the annual accounts for the year ended 31st
March 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures.
ii. The Directors had 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 Profit and Loss of the company for that period.
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities.
iv. The Directors had prepared the annual accounts on a Going Concern
Basis.
v. The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and
vi. The Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and such system were adequate and operating
effectively.
Related Party Transactions and details of Loans, Guarantees, Investment
& Securities Provided
Details of Related Party Transactions and Details of Loans, Guarantees
and Investments covered under the provisions of Section 188 and 186 of the Companies Act,
2013 respectively are given in the notes to the Financial Statements attached to the
Directors Report.
Energy Conservation, Technology Absorption, Foreign Exchange Earning
and Outgo
The information required under Section 134(3)(m) of the Companies Act,
2013 and rule 8(3) of Companies (Accounts)Rules, 2014, relating to the conservation of
Energy and Technology Absorption are not applicable on the Company.
Corporate Governance:
Our Corporate Governance philosophy
Corporate Governance is about maximizing shareholder value legally,
ethically and sustainable. The goal of corporate governance is to ensure fairness for
every stakeholder. We believe sound corporate governance is critical to enhance and retain
investor trust. We always seek to ensure that our performance is driven by integrity. Our
Board exercises its fiduciary responsibilities in the widest sense of the term. Our
disclosures seek to attain the best practices in international corporate governance. We
also endeavor to enhance long-term shareholder values and respect minority rights in all
our business decisions. Our Corporate Governance report forms the part of Annual Report as
Annexure-I.
Extract of annual return
In accordance with section 134(3)(a) of the Companies Act, 2013, an
extract of the annual return in the prescribed format is appended as Annexure -II
to the Boards report.
Secretarial Audit Report
The Company has obtained Secretarial Audit Report as required under
Section 204(1) of the Companies Act, 2013 from M/s. Deepak Somaiya & Co, Company
Secretaries in practice. The said Report is attached with this Report as Annexure III.
Auditors
M/s Nidhi Bansal & Co., Chartered Accountants, statutory auditors
of the company, who were appointed in Annual General Meeting held on 30th
September, 2019 for four years to audit the accounts of the company till the conclusion
the Annual General Meeting of the financial year 2022-23, will discontinue as statutory
auditor of the Company and new auditor M/s KARMV AND COMPANY, Chartered Accountants FRN:
023022N is appointed to audit books of accounts for financial year 2023-24 and issue
reports for quarterly financial results as per SEBI (LODR) Regulations, 2015.
The Notes on financial statement referred to in the Auditors
Report are self-explanatory and do not call for any further comments. The Auditors
Report does not contain any qualification, reservation or adverse remark except remarks
upon the investment made in a company under same management.
The said Auditors Report is attached with this Report as Annexure
IV.
The response to the auditors remarks
With respect to audit report for the financial years 2022-23, the
Auditor made remarks upon investment of Rs.2.00 Crores in M/s One City Promoters Private
Limited (real estate company) made by the company in the financial year 2013-14.
Response
The Company has made investment of Rs.2.00 Crores in One City Promoters
Pvt. Ltd. with a view to invest in the future project of the said company. The Company has
informed that they are looking for viable project to start in future and the money
invested is safe and thus the money invested by us is not prejudice to the interest of the
company.
Corporate social responsibility
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable to the Company.
Audit Committee/Nomination And Remuneration Committee/ Stakeholder
Relationship Committee
The details of various committees and their functions are part of
Corporate Governance Report.
Risks Management Policy
The Company has a risk management policy, which from time to time, is
reviewed by the Audit Committee of Directors as well as by the Board of Directors. The
Policy is reviewed quarterly by assessing the threats and opportunities. The Policy is
designed to provide the categorization of risk into threat and its cause, impact,
treatment and control measures. As part of the Risk Management policy, the relevant
parameters for protection of environment, safety of operations and health of people at
work and monitored regularly with reference to statutory regulations and guidelines
defined by the Company.
Code of Conduct
The Board of Directors has laid down a Code of Conduct applicable to
the Board of Directors and Senior Management. All the Board Members and Senior Management
personnel have affirmed compliance with the code of conduct.
Employees
Employees relations continue to be cordial during the year.
General
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
? Details relating to deposits covered under Chapter V of the Act.
? Issue of equity shares with differential rights as to dividend,
voting or otherwise.
? Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOS referred to in this Report. ? Neither the
Managing Director nor the Whole time Directors of the Company receive any remuneration or
commission from any of its subsidiaries. ? No significant or material orders were passed
by the Regulators or Courts or Tribunals which impact the going concern status and
Companys operations in future.
Your Directors further state that 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.
Acknowledgements
Your Directors wish to record their sincere gratitude for our valued
Business associates for the continuous co-operation, support and assistance extended by
them. We place on record our appreciation of the commitment, dedication and hard work put
in by employees of the Company. We also thank our members for the continued support
received from them.
|
By Order of the Board |
|
For Multipurpose Trading and Agencies
Ltd. |
| Place: New Delhi |
|
| Date: 30/05/2023 |
|
|
S/d |
|
Ashish Singh |
|
Chairman & Director |
|
DIN: 00066423 |
|
Add: B-1 Kalindi Colony, New Delhi-65 |
ANNEXURES TO DIRECTOR REPORT
Annexure-I |
Corporate Governance Report |
Annexure-II |
Extract of Annual Return in MGT-9 |
Annexure-III |
Secretarial Audit Report in MR-3 |
Annexure-IV |
Auditors Report and Balance Sheet |
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