Market & News

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, 2024.

Financial Results

The performance of the company for the financial year ended March 31, 2024 is summarized below:

(Figures in Rs.)

Operations

Your Company has achieved Net profit of Rs.19,14,919.15/- in the current financial year 2023-24 as in compare to net profit of Rs. 19,55,871.49/- 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 202324. 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 2023-24, 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 Director's 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, 2024, the Board consists of five members, three of whom are Executive/Non-executive Director.

The policy of the Company on director's 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

• T racking Board and Committee's 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 Shareholder's/ Investor's 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 Company's 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 Company's 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 2024, 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 sustainably. 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 Board's 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 KARMV AND COMPANY, Chartered Accountants FRN: 023022N was appointed to audit books of accounts for financial year 2023-24 and issue reports for quarterly financial results as per SEBI (LODR) Regulations, 2015 in Annual General Meeting held on 30th September, 2023 till the conclusion 46th Annual General Meeting of the company will be continue as statutory auditor and re-appointed to audit books of accounts for two consecutive financial year 2024-25 & 2025-26 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 Auditor's Report is attached with this Report as Annexure - IV.

The response to the auditor's remarks

With respect to audit report for the financial years 2023-24, 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

Employee's 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 Company's 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.