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Directors Report of Dwitiya Trading Ltd.

Mar 31, 2015

1. Directors' Report Dear Members,

Directors of the Company are pleased to present the 37th Annual Report For the financial year ended 31st March,2015.



2. Financial Summary

Particulars 2014-2015 2013-2014

Total Income 73,78,247 1,63,78,757

Total Expenditure 70,09,403 1,62,90,260

Profit before Exceptional & Extraordinary Items 3,68,844 88,497

Add : Extraordinary Items - -

Profit Before Tax 3,68,844 88,497

Less : Provision for Current Tax 1,13,973 26,635

Less : Deferred Tax 10,395 1,615

Net Profit after tax 2,44,476 60,247

Add : Brought forward from previous year 24,73,930 26,31,703

Less: Taxes Paid of earlier year - 2,18,020

Balance carried to Balance Sheet 27,18,406 24,73,930

3. State of Company Affairs & Future Outlook

During the Financial year under review, the Company has recorded atonal income of Rs. 73,78,247/-as compared to Rs. 1,63,78,757/-, for the previous financial which reflects a decline of 54.95% but the low cost of expenditure led to higher profit in the current financial year than the previous year.

The Profit After Tax during financial year under review is Rs. 3,68,844/- as against Rs. 88,497/- in the previous year.

There has been a consistent increase in profit of the Company. The Company is showing substantial growth and is making all due efforts in achieving its business objectives in the most efficient manner.

4. The amount proposed to be carried to reserves

No amount have been transfer radian reserves during the year under review

5. Dividend

Board of Directors in the long term interest of shareholders has not recommended any dividend in respect of financial year under review.

6. Material changes and commitments affecting the financial position of the company between the end of the financial year and the date of the Report

No Material Changes and commitments affecting the financial position of the Company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Directors' Report.

Disclosure pertaining to the effect on the financial results of material changes in the composition of the Company, if any, pursuant to Clause 41(iv)(m)of the Listing Agreement.

There has not been any material change in the composition of the Company and therefore the Disclosure of Clause 41(IV)(m) of the Listing Agreement pertaining to material changes in the composition of the Company, is not applicable upon the Company.

7. Change in Share Capital

During the year under review, there has been no change in the Authorized or Paid-up Share Capital. The Authorized Share Capital of the Company stands at Rs. 5,05,00,000/- divided into 50,50,000 Equity Shares of Rs. 10 each. The Paid-up Share Capital of the Company is Rs. 5,01,00,000/-divided into 50,10,000Equity Shares of Rs. 10/- each.

8. Extract of Annual Return

The Extract of the Annual Return as on the financial year ended on 31st March, 2015, in Form MGT-9 pursuant to section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is appended to the Directors' Report in Annexure-1.

9. Number of Meetings of the Board

Six Meetings of the Board were held during the financial year 2014-2015 i.e. on 27/05/2014, 28/07/2014, 12/11/2014, 31/12/2014,

19/01/2015 and 28/03/2015

Further, one exclusive meeting of the Independent Directors, pursuant to Schedule IV of the Act and Clause 49(II)(B)(6) of the

Listing Agreement was held on 30th March,2015.

All the meetings were held in accordance with the provisions of the Act and the Listing Agreement.

The Details of the above meetings are given in Corporate Governance Report which is annexed in the Annual Report.

10. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) read with section 134 (5) of the Act, to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors of the Company hereby make the following statements :

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

b. The Directors have selected such accounting policies and have 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 as on the Financial Year endedon31st March, 2015 and of the profit of the company for the year under review.

c. The Directors 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. The Director shave prepared the annual account son going concern basis.

e. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Declaration by the Independent Directors

Pursuant to Section 149(7) of the Act, all the independent directors have submitted the statement at their first Board Meeting of the financial year under review that they meet the criteria of independence as laid down under section 149(6) of the Act, read with clause 49 of listing agreement.

12. Policy on Directors' Appointment &Remuneration

The Nomination& Remuneration Committee has formulated Nomination and Remuneration Policy incompliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 of the Listing Agreement ,as amended from time to time.

The current policy is to have inappropriate mix of executive and independent Directors to maintain the independence of the board. The Company has also formulated a policy on Board Diversity to look after the same and separate the function of governance and management.

In this policy criteria is formulated for determining qualifications, positive attributes and independence of a director and has further

formulated policy relating to the remuneration for directors, key managerial personnel and other employees, which has been duly approved by the Board of Directors.

The shareholders may also visit the Company's website for the detailed Nomination and Remuneration Policy of the Company on Directors appointment and remuneration.

13. Auditors& Auditors' Report

A. Statutory Auditors

M/s. Arun Jain & Associates, Chartered Accountants of 2B, Grant Lane, 2nd Floor, Room No-74, Kolkata – 700 012, Statutory Auditor of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s.Arun Jain &Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 42nd AGM, subject to ratification of their appointment at every AGM.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g)of the Companies Act, 2013 and that they are not disqualified for re-appointment.

B. Independent Auditors' Report

The Self Explanatory Independent Auditors' Report does not contain any adverse remarks or qualification.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Rules made there under, Mr. Praveen Sharma (C.P. No.14501, Membership No.A30365), Company Secretary in whole-time Practice, was appointed for the issuance of the Secretarial Audit Report for the FinancialYear2014-15.

D. Secretarial Audit Report

The Report of the Secretarial Audit Report does not contain any adverse remark save and except the followings:- 1. There was delay in filing e-form MGT-14 regarding adoption of Annual Accounts, adoption of Director's Report, DIR-12 regarding appointment of Directors etc.

2. There is no filing of FORM-A with the stock exchange in relation to the Annual report for the year 2014. The Secretarial Audit Report is annexed herewith asAnnexure-2.

14. Particulars of Loans, Guarantees or Investments under Section 186of The Act

Details of Loans, Investments covered under the provisions of Section 186 Of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form

All related party transactions, contracts or arrangements that were entered into, during the financial year under review, were on an arms-length basis and in the ordinary course of business.

The Company has adhered to its "Policy on Related Party Transactions and Materiality of Related Party Transactions" while perusing all Related Party transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

During the year under review, the Company has not entered into any material related party transaction as defined in Clause 49 of the Listing Agreement. All Related Party Transactions were placed before the Audit Committee and the Board for approval. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act read with the Rules made there under.

16. Corporate Governance

Pursuant to SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 Clause 49 of the Equity Listing Agreement is not applicable to the company. However, on a voluntary basis the Company has complied with the provisions of Clause49tothe extent feasible for the Company.

A separate report on Corporate Governance is furnished as a part of the Directors' Report and the certificate from the Practicing Chartered Accountant regarding compliance with the condition of Corporate Governance is annexed to the said Report.

Disclosure as per Section II.B.IV. of Part-II of Schedule V of the Companies Act, 2013 are as follows:- (i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc. of all the Directors- Only the Executive Director received salary.

(ii) Details of Fixed component and performance linked incentives along with the performance criteria-Nil

(iii) service contracts, notice period, severance fees-If and when the agreement expires or is terminated for any reason whatsoever, Mr. Rabi Jalan, Executive Director will cease to be the Managing Director. If at any time he ceases to be a Director of the Company for any reas on what so ever, he shall cease to be the Managing Director and the agreement shall forthwith terminate.

(iv) stock option details ,if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.-Nil

17. Disclosure pursuant to Section177(8)of the Act-Composition of The Audit Committee Pursuant to section 177(8)of the Companies Act, 2013 disclosure of the Composition of Audit Committee is given below:- The Audit Committee of the Company comprises of four non-executive independent directors and one Executive Directorason31st March, 2015.

The Committee is chaired by Mr. Lokesh Pasari (DIN: 06759155), non-executive Independent Director. The following are the Members of the Committee as on 31st March, 2015:-

Sl. No. Name Status 1 Mr.Lokesh Pasari Independent Director - Chairman of the Committee

2 Mr. Rabi Jalan Managing Director

3 Ms. Bandana Mishra Independent Director

4 Mr. Chandra Dutta Sharma Independent Director

5 Mr. Ashutosh Dey Independent Director

Further, the Board of Directors has accepted all the recommendations of the Audit Committee in the Financial Year 2014-15.

18. Composition of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee is re-constituted as per the requirements of Section 178 of the CompaniesAct,2013.

The Nomination and Remuneration Committee of the Company comprises of four Non-Executive Independent Directors.

The following are the Members of the Committee as on 31st March, 2015:-

Sl. No. Name Status

1 Mr.Lokesh Pasari Independent Director - Chairman of the Committee

2 Ms. Bandana Mishra Independent Director

3 Mr. Chandra Dutta Sharma Independent Director

4 Mr. Ashutosh Dey Independent Director

19. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee is re-constituted as per the requirements of Section 178 of the Companies Act, 2013.

The Stakeholders Relationship Committee of the Company comprises three Non-Executive independent directors and one Executive Director.

The following are the Members of the Committeeason31st March, 2015:-

Sl. No. Name Status

1 Mr.Lokesh Pasari Independent Director - Chairman of the Committee

2 Ms. Bandana Mishra Independent Director

3 Mr. Chandra Dutta Sharma Independent Director

20. Conservation of Energy, Technology absorption, Foreign exchange earnings and outgo

In terms of Section 134 (3) (m) of the Act read with the Rules made there under, the Company has no activity relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and out go during the financial year under review.

21. Risk Management Policy

During the year, the Company constituted a Risk Management Committee in accordance with Clause 49 of the Listing Agreement which has been entrusted with the responsibility of:

a) Overseeing and approving the Company's enterprise wide risk management framework; and

b) Overseeing that all the risks that the organization faces.

Accordingly, the Company has in place a Risk Management Policy in accordance with Clause 49 of the Listing Agreement provisions and in compliance with Section 134(3)(n) of the Act. The Policy provides for the identification therein of elements of risk , which in the opinion of the Board may threaten the existence of the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

Pursuant to Schedule IV (II)(4) of the Act, the Independent Directors, inter-alia amongst others, review the system from time to time to ensure that Risk Management is resilient.

Further, in compliance with Clause 49(I)(D)(2)(a) of the Listing Agreement, the Board of Directors have also been reviewing on a periodical basis the Risk Management Policy of the Company to make it at par with the Company's objectives.

22. Policy on Corporate Social Responsibility (CSR)Initiatives

Pursuant to provisions of Section 135 of the Act, the Company is not required to constitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore, the Company is not required to make any Disclosure as specified in Section 134(3)(o)of the Act.

23. Manner of Formal Annual Performance Evaluation of the Board, Individual Directors And Committees

Pursuant to Section 134(3)(p)of the Act read with Rule 8(4)of the Companies (Accounts) Rules, 2014, other applicable provisions of the Act, and various applicable clauses of the Listing Agreement, the manner in which annual performance of individual directors and the committees was evaluated in the reported year, is described hereunder:- a. Pursuant to Clause 49(IV)(B)(1), the Nomination & Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees. The details of the same are described in the Corporate Governance Report.

b. The Nomination & Remuneration Committee also identifies persons qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommends to the Board their appointment and removal and carries out the evaluation of every director's performance in accordance with Section 178(2) of the Act read with the Rules framed there under and Clause 49(IV)(B)(4)of the Listing Agreement.

c. The performance evaluation criteria of the Board and Independent Directors has been formulated by the Nomination and Remuneration Committee Pursuant to Clause 49(IV)(B)(2)of the Listing Agreement.

d. Pursuant to section 178(2) of the Act, the Nomination and Remuneration Committee of the Company carries out the performance evaluation of the individual directors.

e. Further, the Committee has also devised a Policy on Board Diversity as provided in Clause 49(IV)(B)(3) of the Listing Agreement.

f. Pursuant to Clause VIII of Schedule IV to the Act and Clause 49(II)(B)(5) of the Listing Agreement, the performance evaluation of the Independent Directors is perused by the entire Board of Directors, excluding the director being evaluated. On the basis of the report of performance evaluation, the extension of the term of appointment or its continuance in respect of the independent directors is considered.

g. Pursuant to Clause VII of Schedule IV to the Act and Clause 49(II)(B)(6) of the Listing Agreement, a separate meeting of the Independent Directors of the Company was held on 31st March, 2015 to Review of the performance of the non-independent directors and the Board as a whole and that of the Chairman of the company, taking into account the views of the executive directors and non-executive directors. The parameters of evaluation were as per the criteria formulated by the Nomination and Remuneration Committee.

h. Further, the board monitors and reviews the board evaluation framework in compliance with Clause49 (I)(D)(2)(i)of the Listing Agreement and evaluates the performance of all the Committees.

24. Nomination and Remuneration Policy

Section 178 of the Act, read with Rules made there under and Clause 49(IV)(B) of the Listing Agreement, defines the role of the Nomination and Remuneration Committee to include, interlaid amongst others, the following:

a. To formulate the criteria for determining qualifications, positive attributes and independence of a director and to recommend to the Board policy, relating to the remuneration of the directors, key managerial Personnel and other employees.

b. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The details of the same have been provided in the Corporate Governance Report for the Financial Year 2014-15.The shareholders may also visit the Company's website, viz; www.dwitiyatrading.com for the detailed Nomination and Remuneration Policy of the Company on Directors appointment and remuneration.

25. Change in the nature business

There has been no change in the nature of business of the Company in the Financial Year under review.

26. Directors and Key Managerial Personnel

a. Non-Executive, Independent& Executive Directors

The Board of Director of the Company has appointed Ms. Bandana Mishra on 19th January, 2015 and Mr. Chandra Dutta Sharma and Mr. Ashutosh Dey as Additional Directors of the Company on 28th March, 2015. They are holding office as Independent Directors of the Company and are entitled to hold office as additional directors up to the date of ensuing Annual General Meeting. Accordingly, it is proposed to appoint Ms. Bandana Mishra, Mr. Chandra Dutta Sharma and Mr. Ashutosh Dey as non-retiring Independent Directors of the Company in accordance with Section 149ofthe Companies Act, 2013,to hold office till the conclusion of 42nd AGM, i.e. for the tenure of 5 years.

Mr. Rabi Jalan was appointed as an Additional Director of the Company w.e.f. November 12, 2014. Subsequently, the Board of Director of the Company based on the Recommendation of Nomination and Remuneration Committee (Erstwhile Remuneration Committee) has appointed him as Managing Director of the Company w.e.f. December 31, 2014 for a period of 5 (five) years ending on December 30, 2019. Accordingly, the approval of member is sought to the appointment of Mr. Rabi Jalan as Managing Director of the Company as per the provisions of the Companies Act,2013.

b. Chief Financial Officer

Mr. Manish Damani holds office as the Chief Financial Officer of the Company.

27. Names of Companies which have become or ceased to be the Company's Subsidiaries, Joint Ventures or Associate Companies during the year under review

The Company does not have any subsidiaries and associate companies (as defined in Section 2(6) of the Act) nor is associated with any joint ventures and therefore disclosure requirement pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable forth Company.

28. Details relating to deposits covered under Chapter V of the Act

The Company has not accepted any deposits during the financial year under review. No public deposits are outstanding or held by the Companyason31st March, 2015.

29. Details of deposits which are not in compliance with the requirements of Chapter V of the Act Since the Company has neither accepted any deposits during the financial year under review nor has any outstanding deposits as on 31st March, 2015, therefore there are no disclosures as specified in Rule 8(5)(vi) of the Companies (Accounts) Rules, 2014, for non-compliance with the requirements of Chapter V of the Act.

30. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's future operations

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations in the concerned financial year.

31. Details in respect of adequacy of internal financial controls with Reference to the Financial Statements

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

Pursuant to the section 177(4)(vii) of the Act and the SEBI Circular No. CIR/CFD/POLICY CELL/2/2014, dated 17th April, 2014 regarding the amendment of Clause 49 of the Listing Agreement, applicable with effect from 1st October, 2014, the Audit Committee has been empowered by the Board in its meeting to review the adequacy of internal financial controls and the risk management systems of the Company.

Thus, the audit committee ensures that there is a direct relationship between the Company's objectives and the internal financial controls it implements to provide reasonable assurance about their achievement.

32. Disclosure pursuant to Rule5oftheCompanies(Appointment and Remuneration of Managerial Personnel)Rules,2014

The Company has no employee whose remuneration exceeds the limit prescribed under section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, Various disclosures pursuant to the section 197 read with Rule 5(1)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided here in below:

I. Ratio of Remuneration of each director to the median remuneration of the employees of the company for the financial year

None of the employees have served the Company for a complete financial year and therefore the Company is not required to provide the aforesaid disclosure.

II. The percentage increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

Directors, Chief Executive Officer, Chief % increase in remuneration in the Financial Officer and Company Secretary Financial Year

Mr. Rabi Jalan No increase in remuneration, Remuneration -Managing Director paid part of the year

Mr. Bandana Mishra -Non-Executive Director - No remuneration or sitting fees was paid

Mr. Lokesh Pasari -Non-Executive Director - No remuneration or sitting fees was paid

Mr. Chandra Dutta Sharma -Non-Executive Director - No remuneration or sitting fees was paid

Mr. Ashutosh Dey -Non-Executive Director - No remuneration or sitting fees was paid

Mr. Ganga Dhar Sail -Managing Director (resigned from the office from 12/11/2014) - No remuneration or sitting fees was paid

Mr. Girdhari Lal Dalmia -Non-Executive Director (resigned from the office from 31/12/2014) - No remuneration or sitting fees was paid

Mr. Suresh Kumar Dalmia -Non-Executive Director (resigned from the office from 19/01/2014) - No remuneration or sitting fees was paid

Ms. Dipika Sethia Since this information is for part of the year, -Company Secretary the same is not comparable. (resigned from the office from 01/09/2014)

Mr. Manish Damani Since this information is for part of the year, -Chief Financial Officer the same is not comparable. it would be further noted that no remuneration was paid to him.

III. The percentage increase in the median remuneration of the employees in the financial year

None of the employees have served the Company for a complete financial year and therefore the Company is not required to provide the aforesaid disclosure.

IV.The number of permanent employees on the rolls of the company

Ason31st March, 2015, there are4employeesonthe roll of the Company.

V. The explanation on the relationship between average increase in remuneration and company performance There has been no increase in remuneration of any of the Directors or employees.

VI. Comparison of their moderation of the Key Managerial Personnelagainst the performance of the company

Comparative Parameter Amount (in Rs. )

Aggregate remuneration of Key Managerial Personnel (KMP)

in the Financial Year 2014-15. 1,27,292

Total Revenue 73,78,247

Remuneration of KMP's as a percentage of Total Revenue 1.73%

Profit before tax 3,68,844

Remuneration of KMP's as a percentage of Profit before Tax 34.51%

Profit after tax 2,44,476

Remuneration of KMP's as a percentage of Profit after Tax 52.06%

VII. Variations in :

A. The market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year

Particulars 31st March 2015 31st March 2014 % Change

Market Capitalization 4,88,97,60,000-BSE Equity Shares were not traded in 0.00 (Equity Shares were not traded CSE Platform in F.Y. 14-15 and in CSE Platform in F.Y. 14-15.) equity shares is listed in BSE since August, 2014. Thus, Market Cap. Is not calculated for the F.Y. 13-14.

Price Earnings Ratio 19520-BSE Equity Shares were not traded in 0.00 (Equity Shares were not traded CSE Platform in F.Y. 14-15 and in CSE Platform in F.Y. 14-15.) equity shares is listed in BSE since August, 2014. Thus, Price Earnings Ratio is not calculated for the F.Y. 13-14

B. Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the Company came out with the last public offer

Particulars 31st March 2015 (IPO) % Change

Market Price - The Company has not made any Public Issue or Rights issue of securities in the last 10 years, so comparison have not been made of current share price with public offer price.

VIII. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof.

None of the employees have served the Company for a complete financial year and therefore the Company is not required to provide the aforesaid disclosure.

IX. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company.

Comparative Parameter Amount (in") Amount (in") Rabi Jalan – Dipika Sethia - Managing Director* Company Secretary

Aggregate remuneration of Key Managerial Personnel (KMP) in the Financial Year 2014-15. 30,000 97,292

Total Revenue 73,78,247 73,78,247

Remuneration of KMP's as a percentage of Total Revenue 0.41% 1.32%

Profit before tax 3,68,844 3,68,844

Remuneration of KMP's as a percentage of Profit before Tax 8.13% 26.38%

Profit after tax 2,44,476 244476

Remuneration of KMP's as a percentage of Profit after Tax 12.27% 39.80%

*Part of the Year

X. The key parameters for any variable component of remuneration availed by the directors.

Any variable component of remuneration payable to the Directors is based on the parameters, as approved by the Board of Directors, on the basis of the recommendation of the Nomination and Remuneration Committee. The said parameters are set considering the provisions of applicable regulations and Nomination & remuneration Policy of the Company.

XI. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

None of the employees' remuneration is more than that of the highest paid director for the Financial Year under review.

XII. Affirmation that the remuneration is as per the remuneration policy of the company.

The Board of Directors hereby affirms that the remuneration paid to all directors, Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy of the Company.

33. Vigil Mechanism /Whistle Blower Policy

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of Equity Listing Agreement (as amended by the Securities and Exchange Board of India (SEBI)vide

Circular nos. CIR/CFD/POLICY CELL/2/2014, dated 17th April,2014 and CIR/CFD/POLICY CELL/7/2014, dated 15th September,2014), aVigil Mechanism for directors and employee store port genuine concerns has been established.

The details of the Vigil Mechanism/Whistle Blower Policy is explained in the Corporate Governance Report and also disclosed on the website of the Company.

34. Insider Trading

The Company has put in place a prevention of Insider Trading Code based on SEBI (Prohibition of Insider Trading) Regulations,1992. This code was applicable to all Directors and select employees. The code ensured prevention of dealing in shares by persons having accession published price sensitive information.

The aforesaid Code was effective till 14th May, 2015 & thereafter repealed with the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" and "Code of Conduct to Regulate, Monitor and Report Trading", pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, effective from 15th May, 2015.

The aforesaid Codes have been disclosed on the website of the Company.

35. Transfer of amount to The Investor Education And Protection Fund

There is no amount pending for transfer to the Investor Education and Protection Fund, in accordance to the provisions of Section 205A(5) and 205CoftheAct.

36. Listing

The Company's shares are listed in the Calcutta Stock Exchange Limited and BSE Limited. The listing fees paid to the said stock exchanges.

37. Green Initiative

To support the 'Green Initiative' in the Corporate Governance taken by the Ministry of Corporate Affairs, to contribute towards greener environment and to receive all documents, notices, including Annual Reports and other communications of the Company, investors should register their e-mail addresses with M/s. Purva Sharegistry (India) Pvt. Ltd., Unit No.9, Shiv Shakti Ind. Estt., J.R.Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai–400 011,E-mail: busicomp@gmail.com,if shares are held in physical mode or with their DPifthe holding is in electronic mode.

The Annual Report and Notice of the Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s) in Electronic Copies. Physical copies Of Annual Report and Notice of the Annual General Meeting are sent in the permitted mode to the members who have not registered their email address.

Members requiring physical copies can send their request to Ms. Minakshi Banthia, Company Secretary of the Company at the registered Office of the Company.

Pursuant to Section 108 of the Companies Act, 2013, the Company is providing e-voting facility to all the members to enable them to cast their votes electronically on all the resolutions set forth in the Notice.

38. Compliance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal)Act, 2013 read with the Sexual Harassment of Women at Workplace(Prevention, Prohibition, and Redressal)Rules,2013

The Company believes in creating a safe environment for the employees which is free from any discrimination. Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal)Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013, the Company has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. Ms. Bandana Mishra is the Presiding Officer to the Committee.

The Directors of the Company state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Work place (Prevention, Prohibition, and Redressal)Act, 2013

39. Management's Discussion and Analysis

In accordance with the listing requirement, the Management's Discussion and Analysis is presented in a separate section and forms part of the Annual Report 2014-15.

40. Acknowledgement

The Directors of the Company would like to express their appreciation for the continued co-operation and support by the banks, customers and business associates. The Board takes this opportunity to place on record its deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, the Board of Directors is deeply grateful for the continuous confidence and faith shown by the members of the Company.

Place : Kolkata

Dated : 30.05.2015 For and on behalf of the Board of Directors

Dwitiya Trading Limited



Bandana Mishra

Chairperson

DIN: 07001783


Mar 31, 2014

Dear Members,

The Directors present their Annual Report together with the Audited Accounts for the year ended 31/03/2014.

Financial Results:

The Financial Results of the Company for the year ended 31/03/2014 are given below:

Financial Year Ended 31/03/2014 31/03/2013

Profit/ (Loss) Before Tax 88,497.26 24,570.21

Provision For Taxation 26,635.00 4,681.00

Provision For Deffered Tax 1,615.00 1,245.00

Profit/ (Loss) After Tax 60,247.26 18,644.21

Profit B/F From Previous Year 26,31,703.51 26,13,059.30

Profit/ (Loss) Carried To Balance Sheet 24,73,930.77 26,31,703.51

Dividend:

The Directors do not recommend any dividend for the year.

Directors'' Responsibility Statement:

The Directors hereby confirm:

a) That in the preparation of the Annual Accounts the applicable accounting standards has been followed along with proper explanations relating to material departures, if any.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period.

c) That the directors have taken proper & sufficient care for the maintenance of adequate accounting records as per the provisions of this act for safeguarding the assets of the Company & for preventing & detecting fraud and other irregularities.

d) That the Directors have prepared the Annual Accounts on a going concern basis.

Auditors'' Report:

The relevant notes on accounts, which form part of the accounts, are self-explanatory.

Auditors:

M/s. R. Das & Associates Chartered Accountants, retires at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Directors:

During the year Mr. Girdhari Lal Dalmia was appointed as director and Mr. Pankaj Sharma, Mr. Manish Jani and Ekta Gupta resigned from the Board.

Listing:

The equity shares of the Company are listed at the Calcutta Stock Exchange. The Company has paid the annual listing fees of the Stock Exchange.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement executed with the Stock Exchanges, A Management Report and Analysis Report, a report on the Corporate Governance together with the Auditor''s Certificate thereon, regarding compliance with the conditions of the Corporate Governance form part of the Annual Report.

EMPLOYEES

There are no employees drawing salary of Rs.2,00,000/-p.m. and/or Rs.24,00,000/-p.a. and therefore particulars u/s/217 (2A) of the companies Act,1956 read with companies (particulars of employees) amendment rules 1988 is not required.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The Company being basically in the financial sector, requirements regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable. The Company has no foreign exchange inflow or outflow during the year under review.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

Registered Office: For and on behalf of the Board

2A, Ramanath Sadhu Lane, Kolkata- 700007 Sd/- Ganga Dhar Sail

Dated: 27/05/2014 Directors


Mar 31, 2013

Dear members,

The Directors present their Annual Report together with the Audited Accounts for the year ended 31/03/2013.

Financial Results:

The Financial Results of the Company for the year ended 31/03/2013 are given below:

Financial Year Ended 31/03/2013 31/03/2012

Profit/ (Loss) Before Tax 24,570.21 28,799.00

Provision For Taxation 4,681.00 2,41.00

Provision For Deffered Tax 1,245.00 13,255.00

Profit/ (Loss) After Tax 18,644.21 41,813.00

Profit B/F From Previous Year 26,13,059.30 25,71,246.30

Profit/ (Loss) Carried To Balance Sheet 26,31,703.51 26,13,059.30

Dividend:

The Directors do not recommend any dividend for the year.

Directors'' Responsibility Statement:

The Directors hereby confirm:

a) That in the preparation of the Annual Accounts the applicable accounting standards has been followed along with proper explanations relating to material departures, if any.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period.

c) That the directors have taken proper & sufficient care for the maintenance of adequate accounting records as per the provisions of this act for safeguarding the assets of the Company & for preventing & detecting fraud and other irregularities.

d) That the Directors have prepared the Annual Accounts on a going concern basis.

Auditors'' Report:

The relevant notes on accounts, which form part of the accounts, are self-explanatory.

Auditors:

M/s. R. Das & Associates Chartered Accountants, retires at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Compliance Certificate:

Compliance Certificate in accordance with Section 383A of the Companies Act, 1956 is enclosed from V. K. Sharma & Associates, Company Secretaries, Kolkata.

Directors:

There is a change in Directorship during the year under review.

Listing:

The equity shares of the Company are listed at the Calcutta Stock Exchange. The Company has paid the annual listing fees of the Stock Exchange.

Particulars of Employees, Conservation of Energy etc

The particulars regarding above requirement under section 217 of the Companies Act, 1956 are not applicable and hence not furnished.

Registered Office: For and on behalf of the Board

2A, Ramanath Sadhu Lane, Kolkata- 700007

Sd/- Ganga Dhar Sail

Dated: 24/05/2013 Directors


Mar 31, 2012

Dear Members,

The Directors present their Annual Report together with the Audited Accounts for the year ended 31/03/2012.

Financial Results:

During the year under review the Company has made a Profit of Rs 41,813/- after providing for the provision for Deferred Tax and Income Tax purposes Rs. 13,496/- which when adjusted to the past year profit of Rs. 25,71,246.30 makes a total credit balance of Rs 26,13,059.30 which your directors propose to carry forward to next year.

Dividend;

The Directors do not recommend any dividend for the year.

Directors'' Responsibility Statement:

The Directors hereby confirm:

a) That in the preparation of the Annual Accounts the applicable accounting standards has been followed along with proper explanations relating to material departures, if any.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of financial year and of the profit/loss of the Company for that period.

c) That the directors have taken proper & sufficient care for the maintenance of adequate accounting records as per the provisions of this act for safeguarding the assets of the Company & for preventing & detecting fraud and other irregularities.

d) That the Directors have prepared the Annual Accounts on a going concern basis.

Auditors'' Report:

The relevant notes on accounts, which form part of the accounts, are self-explanatory.

Auditors:

M/s. R. Das & Associates Chartered Accountants, retires at the forthcoming Annual General Meeting and being eligible offer themselves for re -appointment.

Compliance Certificate:

Compliance Certificate in accordance with Section 383A of the Companies Act, 1956 is enclosed from V. K. Sharma & Associates, Company Secretaries, Kolkata.

Directors:

There is a change in Directorship during the year under review.

Listing;

The equity shares of the Company are listed at the Calcutta Stock Exchange. The Company has paid the annual listing fees of the Stock Exchange.

particulars of Employees. Conservation of Energy etc

The particulars regarding above requirement under section 217 of the Companies Act, 1956 are not applicable and hence not furnished.

Registered Office: For and on behalf of the Board 6B, Shakespeare Court 21A Shakespeare Sarani B.B. INVESTMENITS LTD. Kolkata - 700 017 Directors


Mar 31, 2011

Not Available.

 
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