Mar 31, 2016
Dear Members,
Directors of the Company are pleased to present the 38th Annual Report for the financial year ended March 31, 2016.
1. Financial Summary or Highlights
The highlights of the financial performance of the Company for the financial year ended March 31, 2016 as compared to the previous financial year are as under:-
(Rs. in Lacs)
Particulars |
Standalone |
|
2015-16 |
2014-15 |
|
Total Revenue |
82.29 |
73.78 |
(Less):Total Expenditure |
81.20 |
70.09 |
Profit before Exceptional & Extraordinary Items |
1.09 |
3.69 |
Add/(Less): Exceptional Items |
- |
- |
Add/(Less): Extraordinary Items (Loss on Sale of Fixed Assets) |
- |
- |
Profit Before Tax |
1.09 |
3.69 |
(Less): Provision for Current Tax |
0.34 |
1.14 |
(Less): Deferred Tax |
- |
0.10 |
Net Profit after Tax |
0.75 |
2.44 |
Add/(Less): Brought forward from previous year |
27.18 |
24.74 |
Balance carried to Balance Sheet |
27.93 |
27.18 |
2. Performance
a. Annual Financial Results
During the financial year under review, the Company recorded Rs. 82.29 lacs total revenue as compared to Rs. 73.78 lacs in previous year which reflects 11.53% increase in total revenue generation. Whereas due to increase in expenditure borne by the Company during the reporting financial year it recorded low profit before tax. The profit before tax during the year was Rs. 1.09 lacs as compared to Rs. 3.69 lacs previous year.
The profit after tax during financial year under review is Rs. 0.75 lacs as against Rs. 2.44 lacs in the previous year.
b. 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 for the Company.
3. Dividend
Board of Directors in the long term interest of shareholders has not recommended any dividend in respect of financial year under review.
4. The amount proposed to be carried to reserves
No amount have been transferred in any reserves during the year under review
5. Change in Share Capital
During the year under review, there has been no change in the Authorized or Paid-up Share Capital of the Company. 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, 10,000 Equity Shares of Rs. 10/- each.
6. Listing
The Company''s shares are listed in the Calcutta Stock Exchange Limited and the BSE Limited. Further, the Company is suspended from trading in securities in the BSE Ltd. w.e.f August 27, 2015 under surveillance measure. The Company has dully submitted all the required documents/information to BSE Ltd. for revocation of its suspension.
7. Corporate Governance Report
Your Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBI.
A separate report on Corporate Governance is furnished as a part of the Directors'' Report and the certificate from a Practicing Chartered Accountant regarding compliance of condition of Corporate Governance is annexed to the said Report.
8. Extract of the Annual Return
The Extract of the Annual Return as on the financial year ended on March 31, 2016, in Form MGT-9 pursuant to section 92(3) of the Companies Act, 2013 (hereinafter referred to as the âActâ) 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
The Board of Directors of the Company met Seven (7) times during the Financial Year under review, i.e. on: 14/05/2015, 30/05/2015, 11/06/2015, 13/08/2015, 14/11/2015, 10/02/2016 and 30/03/2016.
Further, one exclusive meeting of the Independent Directors, pursuant to Schedule IV of the Companies Act, 2013 and sub-regulation 3 of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âthe Listing Regulationsâ) was held on 30/03/2016.
The Meetings were held in accordance with the provisions of the Act and the Listing Regulations, 2015.
The details of the Meetings of the Board of Directors during the Financial Year 2015-16 is encompassed in the Corporate Governance Report which is annexed to the said Report.
10. Disclosure pursuant to Section 177(8) of the Companies Act, 2013-Composition of the Audit Committee
The Audit Committee of the Company comprises of four Non-Executive Independent Directors and one executive non Independent Managing Director as on March 31, 2016. The Committee is chaired by a Non-Executive Independent Director, Mr. Lokesh Pasari.
The details of the same are more fully provided in the Corporate Governance Report.
During the Financial Year under review, the Committee met Four (4) times and all such meetings were held in accordance with the provisions of the Act, Clause 49 of the erstwhile Listing Agreement and the Listing Regulations.
Further, the Board of Directors has accepted all the recommendations of the Audit Committee in the Financial Year 2015-16.
11. Composition of the Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprises of four Non-Executive Independent Directors as on March 31, 2016. The Committee is chaired by a Non-Executive Independent Director, Mr. Lokesh Pasari.
The details of the Committee are provided in the Corporate Governance Report.
12. Composition of the Stakeholders Relationship Committee
The Stakeholders Relationship Committee of the Company comprises of three Non-Executive Independent Directors as on March 31, 2016.The Committee is under the Chairpersonship of Mr. Lokesh Pasari, Non-Executive Independent Director.
The details of the Committee are provided in the Corporate Governance Report.
13. Directors'' Responsibility Statement
Pursuant to the provisions of Section 134 (3) (c) read with section 134 (5) of the Act, the Directors hereby confirm and state that:
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 ended on March 31, 2016 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 Directors have prepared the annual accounts on a 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.
14. Declaration by the Independent Directors
Section 149(7) of the Act requires every independent director to give a declaration that he/she meets the criteria of Independence, at the first Board Meeting of every financial year.
Accordingly, the Company has taken on record, the Statement of Declaration of Independence, as submitted by all the Independent Directors.
15. Policy on Directors'' Appointment & Remuneration
Pursuant to the provisions of Section 178(4) of the Act read with the Rules made there under and Clause 49 of the erstwhile Listing Agreement, the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director and has further formulated a policy relating to the remuneration for directors, key managerial personnel and other employees, which has been duly approved by the Board of Directors.
While formulating the Policy, the Nomination and Remuneration Committee has assured that:
a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;
b. The relationship of remuneration to performance is clear and meets appropriate benchmarks; and
c. The remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay, reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
The details of the same have been provided in the Corporate Governance Report for the Financial Year 2015-16.
The Nomination and Remuneration Policy is reproduced in Annexure 2.
16. Auditors & Auditors'' report
a. Statutory Auditors
The appointment of M/s Arun Jain & Associates (Firm Registration No. 325867E), Chartered Accountants of Chartered Accountants of 2B, Grant Lane, 2nd Floor, Room No-74, Kolkata - 700012, is subject to ratification by the members at the ensuing Annual General Meeting.
In this connection, M/s Arun Jain & Associates have furnished a Certificate of Eligibility pursuant to Section 141 of the Act read with the Rules framed there under.
Based on the recommendation of the Audit Committee, the Board of Directors recommends their ratification to the shareholders.
b. Independent Auditors'' Report
The Self Explanatory Independent Auditors'' Report does not contain any adverse remarks or qualification.
c. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with the Rules made there under, Mr. Rohit Singh (C.P. No. 16021, Membership No. A43484), Company Secretary in whole-time Practice, was appointed for the issuance of the Secretarial Audit Report for the Financial Year ended 31st March 2016.
d. Secretarial Audit Report
The Secretarial Audit Report is appended to the Directors'' Report in Annexure 3. 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 INC-22 regarding shifting of registered office and e-form DIR-12 regarding appointment of Chief Financial Officer.
2. The Company is suspended from trading in securities in the BSE Ltd. w.e.f August 27, 2015 under surveillance measure.
17. Particulars of Loans, guarantees or investments under section 186
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.
18. 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 âPolicy on Related Party T transactions and Materiality of Related Party Transactionsâ 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 erstwhile Listing Agreement, and/or section 188 of the Companies Act, 2013 and/or Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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.
19. State of Company Affairs & Future Outlook
The Company is into trading business. Further, the Company in the reporting year diversified its mode of marketing by using the E-business model and introducing an online portal-www.bagyourdeals.com to sustain in the growing and emerging economy of India. During the financial year under review, the Company recorded Rs. 82.29 lacs total revenue as compared to Rs. 73.78 lacs in previous year which reflects 11.53% increase in total revenue generation. Whereas due to increase in expenditure borne by the Company, specifically increase in remuneration paid to the KMPs of the Company, during the reporting financial year it recorded low profit before tax. The profit before tax during the year was Rs. 1.09 lacs as compared to Rs. 3.69 lacs previous year.
The Company has shown consistent increase in the revenue generation and is making all due efforts in achieving its business objectives in the most efficient manner.
20. Material Changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year of the company to which the financial statements relate 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.
21. Disclosure in terms of Rule 8(3) of the Companies(Accounts) Rules, 2014 regarding 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.
Further, during the year there was no Foreign Exchange Earnings And Outgo.
Therefore, the Company is not required to make any disclosure as specified in Section 134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014.
22. Risk Management Policy
In terms of Clause 49 of the erstwhile Listing Agreement, and in compliance with Section 134(3) (n) of the Act, the Company has a Risk Management Policy which provides for the identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company.
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 robust and satisfactory.
Further, in terms of Regulation 17(9)(b) of Listing Regulations, and Clause 49(I)(D)(2)(a) of the erstwhile Listing Agreement, the Board of Directors is responsible for framing, implementing and monitoring the Risk Management Plan of the Company, and has have delegated the power of monitoring and reviewing of the risk management plan to the Risk Management Committee.
The Risk Management Committee is responsible for laying down procedures to inform the Board''s members about the risk assessment and minimization procedures. This is described more fully in the Corporate Governance Report.
23. 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.
24. Manner of formal annual evaluation by the Board of its own performance and that of its committees and individual directors.
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 Regulations, and the erstwhile Listing Agreement, the disclosure regarding the manner of formal annual evaluation by the Board of its own performance and that of its various committees and individual directors is provided hereto:
a. Evaluation Criteria
Pursuant to Part D of Schedule II of the Listing Regulations, the Nomination and Remuneration Committee has formulated the criteria for evaluation of the performance of the Independent Directors and the Board. The Nomination and 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 Part D of Schedule II of the Listing Regulations.
The Board shall monitor & review the Board Evaluation Framework and evaluate the performance of all the Board Committees.
Further, pursuant to Clause 49(IV)(B)(1) of the erstwhile Listing Agreement, the Nomination and 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 more fully described in the Corporate Governance Report.
Further, the Nomination and Remuneration Committee has also devised a Policy on Board Diversity as provided in Clause 49(IV) (B)(3) of the erstwhile Listing Agreement.
b. Performance Evaluation of the individual directors
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.
c. Board of Directors
A separate meeting of the Independent Directors of the Company was held on 30/03/2016, pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the Listing Regulations, for transacting the following businesses as set forth in the Agenda:
1. Review the performance of the non-Independent Directors and the Board as a whole.
2. Review the performance of the Chairman of the Company, taking into account the views of the executive directors and Non-Executive directors.
3. Assessment of the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The same was perused in accordance with the Evaluation criteria determined by the Nomination and Remuneration Committee.
The Independent Directors of the Company in fulfilling their role and functions as specified in Clause II of Schedule IV to the Act help in bringing an objective view in the evaluation of the performance of the Board and management.
The Independent Directors expressed satisfaction over the performance of all the non-Independent Directors and the Chairman.
d. Performance Evaluation of the Independent Directors
Pursuant to Clause VIII of Schedule IV to the Act and Regulation 19 of the Listing Regulations, read with Part D of Schedule II thereto 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 being considered.
e. Performance Evaluation of the Committee
The Board of Directors evaluates the performance of all the Board Committees, based on the Company''s Performance Evaluation Policy.
25. Nomination and Remuneration Policy
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have adopted a Nomination and Remuneration Policy in terms of Section 178 of the Act, read with Rules made there under and Clause 49(IV)(B) of the erstwhile Listing Agreement.
The Nomination and Remuneration Policy is reproduced in Annexure 2 and the shareholders may also visit the Company''s website, viz; www.dwitiyatrading.com for the detailed Nomination and Remuneration Policy of the Company.
26. Change in the nature business
There has been no change in the nature of business of the Company in the Financial Year under review.
27. Directors & Key Managerial Personnel
a. Executive Non-Executive & Independent Directors
The Board of Director of the Company comprises of One Executive Director and four Non-Executive Independent Directors. Mr. Rabi Jalan (DIN: 07001695), Executive Director of the Company retires at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment as the Director of the Company. Further, the Non-Executive Independent Directors of the Company are appointed as no retiring Independent Directors of the Company in last Annual General Meeting, in accordance with Section 149 of the Companies Act, 2013, to hold office till the conclusion of 42nd AGM, i.e. for the tenure of 5 years or till such earlier date to conform with the policy on retirement and as may be determined by any applicable statutes, rules, regulations or guidelines.
b. Chief Financial Officer.
Mr. Manish Damani holds office as the Chief Financial Officer of the Company.
c. Company Secretary.
Mr. Minakshi Banthia was appointed as the Company Secretary of the Company with effect from May 30, 2015.
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 Company as on March 31, 2016.
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 March 31, 2016, 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:
No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company''s future operations.
31. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.
The Audit Committee of the Company 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.
In this connection, the Audit Committee in coordination with the Internal Audit Department periodically reviews the following:
a. Transactions are executed in accordance with the management''s general or specific authorization;
b. All transactions are promptly recorded in the correct amount in the appropriate accounts and in the accounting period in which they are executed so as to permit preparation of financial information within a framework of recognized accounting policies and practices and relevant statutory requirements, if any,
c. Accountability of assets is adequately maintained and assets are safeguarded from unauthorized access, use or disposition
There is a proper allocation of functional responsibilities within the Company and it is ensured that the quality of personnel commensurate with their responsibilities and duties. Further, proper accounting and operating procedures are followed to confirm the accuracy and reliability of accounting data, efficiency in operation and safety of the assets. The regular review of work of one individual by another minimizes the possibility of fraud or error in the absence of collusion.
32. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
The Company has no employee whose remuneration exceeds the limit prescribed under Section 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The disclosure pursuant to Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided herein below:
In computing the various parameters, Gross Salary has been considered. Gross Salary of the employees primarily encompasses Salary, allowances and perquisites. Further, while calculating the median, those remunerations were included which were given throughout the year and the remuneration which were only for part of the year were excluded while comparing.
I. Ratio of Remuneration of each director to the median remuneration of the employees of the company for the financial year.
Directors |
Ratio of Remuneration to Median Remuneration |
Mr. Rabi Jalan - Managing Director |
1.54 |
Mr. Lokesh Pasari -Non-Executive Independent Director |
- No remuneration or sitting fees was paid |
Mr. Ashutosh Dey -Non-Executive Independent Director |
- No remuneration or sitting fees was paid |
Mr. Chandra Dutta Sharma -Non-Executive Independent Director |
- No remuneration or sitting fees was paid |
Ms. Bandana Mishra - Non-Executive Independent Director |
- No remuneration or sitting fees was paid |
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 Financial Officer and Company Secretary |
% increase in remuneration in the Financial Year |
Mr. Rabi Jalan - Managing Director |
- No increase in remuneration |
Mr. Lokesh Pasari -Non-Executive Independent Director |
- No remuneration or sitting fees was paid |
Mr. Ashutosh Dey -Non-Executive Independent Director |
- No remuneration or sitting fees was paid |
Mr. Chandra Dutta Sharma -Non-Executive Independent Director |
- No remuneration or sitting fees was paid |
Directors, Chief Executive Officer , Chief Financial Officer and Company Secretary |
% increase in remuneration in the Financial Year |
Ms. Bandana Mishra - Non-Executive Independent Director |
- No remuneration or sitting fees was paid |
Mr. Manish Damani |
- No increase in remuneration |
Ms. Minakshi Banthia -Company Secretary w.e.f. May 30, 2015 |
Since this information is for part of the year, the same is not comparable. |
III. The percentage increase in the median remuneration of the employees in the financial year.
Since there was no median remuneration in F.Y. 2014-15 the Company is not required to provide the aforesaid disclosure.
IV. The number of permanent employees on the rolls of the company.
As on March 31, 2016, there are 5 Employees on the rolls of the Company.
V. The explanation on the relationship between average increase in remuneration and company performance.
In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual''s performance.
VI. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company.
Comparative Parameter |
Amount (in Rs. ) |
Aggregate remuneration of Key Managerial Personnel (KMP) in the Financial Year 2015-16.* |
4,40,000 |
Total Revenue |
82,28,621 |
Remuneration of KMP''s as a percentage of Total Revenue |
5.35% |
Profit before tax |
1,08,497 |
Remuneration of KMP''s as a percentage of Profit before Tax |
405.54% |
Profit after tax |
74,971 |
Remuneration of KMP''s as a percentage of Profit after Tax |
586.89% |
âIncludes remuneration which was given from part of the reporting year.
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 |
March 31, 2016 |
March 31, 2015 |
% Change |
Market Capitalization |
Rs.6,51,67,57,500-BSE (Equity Shares were not traded in CSE Platform in the F.Y 2015-16) |
Rs.4,88,97,60,000-BSE (Equity Shares were not traded in CSE Platform in the F.Y 2014-15) |
33.27% |
Price Earnings Ratio |
130075-BSE (Equity Shares were not traded in CSE Platform in the F.Y 2015-16) |
19520-BSE (Equity Shares were not traded in CSE Platform in the F.Y 2014-15) |
566.37% |
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 |
March 31, 2016 |
(IPO) |
% Change |
Market Price |
1300.75 |
The Company has not made any Public Issue or Rights issue of securities in the last 15 years, so comparison have not been made of current share price with public offer price. |
N.A. |
VIII. A. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year.
There were no exceptional circumstances or increase for managerial personnel in the last financial year. The percentile increase process and policy was same for the managerial personnel and all the other employees.
IX. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company.
(in Rs.)
Comparative Parameter |
Rabi Jalan -Managing Director |
Manish Damani -Chief Financial Officer |
Minakshi Banthia -Company Secretary |
Remuneration of the Key Managerial Personnel (KMP) in the Financial Year 2015-16. |
1,20,000 |
1,00,000 |
2,20,000 |
Total Revenue |
82,28,621 |
||
Remuneration of KMP''s as a percentage of Total Revenue |
1.46% |
1.22% |
2.67% |
Profit before tax |
1,08,497 |
||
Remuneration of KMP''s as a percentage of Profit before Tax |
110,60% |
92.17% |
202.77% |
Profit after tax |
74,971 |
||
Remuneration of KMP''s as a percentage of Profit after Tax |
160.06% |
133.38% |
293.44% |
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.
Name of Employees |
Ratio of the remuneration of the highest paid director to that of the employees |
Minakshi Banthia |
0.55 |
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
The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The purpose of this Policy is to encourage the Company''s directors and employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.
No personnel have been denied access to the Audit Committee. There were no instances of reporting under the Whistle Blower Policy.
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 Code of Conduct for Prevention of Insider Trading based on SEBI (Prohibition of Insider Trading) Regulations, 1992. This code was applicable upon all Directors and select employees. The code ensured prevention of dealing in shares by persons having access to unpublished price sensitive information.
The aforesaid Code was effective till May 14, 2015 & thereafter repealed with the following Codes pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 and effective from May 15, 2015:
a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.
b. Code of Conduct to Regulate, Monitor and Report Trading.
The aforesaid Codes have been disclosed on the website of the Company.
35. Transfer of amount to Investor Education and Protection Fund (IEPF)
There is no amount pending for transfer to the Investor Education and Protection Fund, in accordance to the provisions of Section 205A (5) and 205C of the erstwhile Companies Act, 1956.
36. Prudential Norms for NBFC''S
The Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934. Therefore, above disclosure is not applicable for the Company.
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, Phone No: (022) 2301 6761/8261, Fax: (022) 2301 2517, Email: [email protected], if shares are held in physical mode or with their DP, if the holding is in electronic mode.
Electronic Copies of 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).For members who have not registered their email address, physical copies of the Annual Report and Notice of the Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send their request to Ms. Minakshi Banthia, Company Secretary of the Company.
The Company is providing remote e-voting facility to all the members to enable them to cast their votes electronically on all the resolutions set forth in the Notice pursuant to Section 108 of the Act read with Rule 20 of the Company''s (Management and Administration) Rules 2014 and the applicable provision(s) of the Listing Regulations.
38. Compliance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressed) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressed) Rules, 2013.
The Company is committed to the protection of women against sexual harassment. The right to work with dignity is universally recognized human rights by international conventions and instruments such as Convention on the Elimination of all Forms of Discrimination against Women.
In adherence to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressed) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressed) Rules, 2013, the Company has constituted an Internal Complaints Committee to look into the matters relating to sexual harassment at workplace.
Ms. Bandana Mishra (DIN- 07001783), Non-Executive Independent Director, is the Presiding Officer of the Committee.
In the event of any sexual harassment at workplace, any woman employee of the Company may lodge complaint to Ms. Bandana Mishra (DIN- 07001783) in writing or electronically through e-mail at: [email protected].
During the period under review, no complaints were received by the Company in terms of the aforesaid act.
39. Management''s Discussion and Analysis
In accordance with the listing requirement, the Management''s Discussion and Analysis forms part of this Report.
40. Acknowledgement
Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made by our employees at all levels.
The Directors look forward to the continued support of all the stakeholders in the future and appreciate and value the contribution made by every member of the Company.
Place: Kolkata On Behalf of the Board of Directors
Dated: 28.05.2016
Bandana Mishra
Chairperson
DIN-07001783
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), MumbaiÂ400 011,E-mail:
[email protected],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.