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Directors Report of Mayukh Dealtrade Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 35th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31st, 2015.

1. Financial Performance of the Company

(Amount in Rs.)

STANDALONE

Particulars 2014-15 2013-14

Profit Before Tax & Provision 167,482 2,486

Less: Provision For Tax 151,545 768

Profit After Tax 15,937 1,717

Profit/ Loss Brought Forward From Previous 81,680 79,962 Year

Profit/ Loss Available for Appropriation 15,937 1,718

Transfer To General Reserve Nil Nil

Proposed Dividend Nil Nil

Tax on Proposed Dividend Nil Nil

Profit Carried Forward 97,617 81,680

Basic/ Diluted Earnings Per Share 0.01 0.01

CONSOLIDATED

Particulars 2014-15 2013-14

Profit Before Tax & Provision 173,953 (1,963)

Less: Provision For Tax 151,545 768

Profit After Tax 22,408 (2,731)

Profit/ Loss Brought Forward From Previous (16,145) (13,414) Year

Profit/ Loss Available for Appropriation 22,408 (2,731)

Transfer To General Reserve Nil Nil

Proposed Dividend Nil Nil

Tax on Proposed Dividend Nil Nil

Profit Carried Forward (1,082,131) (16,145)

Basic/ Diluted Earnings Per Share 0.01 (0.01)

2. Dividend

Your Directors have not recommended any dividend for the financial year 2014-15 in view of re- investment of the surplus in order to maintain a healthy capital adequacy ratio to support long term growth of your company.

3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

4. Reserves

Your Directors have not proposed to transfer the accumulated profit to Reserves during the year.

5. Brief description of the Company's working during the year

The Company's Primary business is trading in Sarees having a wide variety of fabrics and designs. The company has resumed its operation this financial year (2014-15) with revenue of Rs. 182.89 Lakhs (Approx.), expenditure Rs 181.21 Lakhs (Approx.) and profit before tax amounted to Rs. 1.67 Lakhs (Approx.) and Consolidated revenue of Rs. 358.20 Lakhs (Approx.), expenditure Rs 356.46 Lakhs (Approx.) and profit before tax amounted to Rs. 1.74 Lakhs (Approx.)

6. Change in the nature of business, if any

There is no Change in the nature of business of company during the financial year

7. Post Balance Sheet Events

No material changes have been occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Statement in Form AOC-I containing the salient feature of the financial statement of your Company's subsidiaries, associates and joint venture companies pursuant to first proviso to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report. Further, in line with Section 129(3) of the Act read with the aforesaid Rules, the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standard 21 (AS-21), Consolidated Financial Statements prepared by your Company include financial information of its subsidiary companies.

The company has three wholly owned subsidiary companies:

i) Eternity Vanijya Private Limited

ii) Mastak Commodities Private Limited

iii) Sanyukta Dealers Private Limited

10. Deposits

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Act.

11. Statutory Auditors

M/s A. SARAOGI & ASSOCIATES, Chartered Accountants, have been appointed as Statutory Auditors of the company till the conclusion of the Annual General Meeting of the company to be held in the year 2017 (subject to ratification of their re- appointment at every AGM) and the Directors of the Company shall fix the remuneration from time to time in consultation with the Audit Committee.

12. Auditors' Report

The observations made by the Auditors are self- explanatory and do not require any further clarification. Further, the explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report is given.

13. Share Capital

Issue of equity shares with differential rights

Your company has not issued any of its securities with differential rights during the year under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

Preferential Issue of Capital

Your company has issued 3,000,000 equity shares of Rs 10/- each on preferential basis to Non- Promoters during the year and as on date the entire capital is listed with Calcutta Stock Exchange.

14. Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT - 9) and is attached to this Report

15. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

16. Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

17. Directors:

A) Changes in Directors and Key Managerial Personnel

Pursuant to the Resolution of the Board of Directors passed at its meeting,

Date Name Designation

22.08.2014 Manoj Mahipal Independent Director

22.08.2014 Pooja Saraogi Independent Director

22.08.2014 Pankaj Kumar Managing Agarwal Director

25.07.2014 Kanika Agarwal Company Secretary

Date Purpose

22.08.2014 Previously appointed as an Independent Director and now regularized in the AGM.

22.08.2014 Reappointed as Independent Director for a further period of five years.

22.08.2014 Appointed as Managing Director of the Company.

25.07.2014 Appointed as Company Secretary of the Company w.e.f 06/09/2014.

Further notice has been sent to appoint Mr. Sandeep Kumar Agarwal, Director of the Company as Chief Financial Officer w.e.f. 29.05.2015.

B) Declaration by an Independent Director(s) and re- appointment

Mr. Manoj Mahipal and Ms. Pooja Saraogi, Independent Directors of the Company have confirmed that they fulfilled all the conditions of the Independent Directorship as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and the rules made there under and the same have been noted by the Board.

C) Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013, a meeting of the Independent Directors of the company was held to review and evaluate the performance of the Non- Independent Directors and the chairman of the company taking into account the views of the Executive Directors and Non- Executive Directors, assessing the quality, quantity and timeliness of flow of information between the company management and the Board and also to review the overall performance of the Board. The meeting of the company was held on 03rd February 2015, wherein the performance of the Board as a whole was evaluated.

18. Number of meetings of the Board of Directors

Five Meetings of the Board of Directors were held during the financial year 2014-15. These were held on the following dates:

i) 28/05/2014,

ii) 25/07/2014,

iii) 12/08/2014,

iv) 30/10/2014,

v) 03/02/2015

19. Order of Court

The company is not subject to any legal proceedings and claims which will have a material or adverse effect on the going concern status or company's operations or financial conditions.

20. Particulars of Loans, Guarantees or Investments

There are no Loans, gurantees or Investments as per section 186 of the Companies Act, 2013

21. Audit Committee

Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 which is stated below:

Name Designation

Pooja Saraogi Chairman

Pankaj Kumar Agarwal Member

Manoj Mahipal Member

22. Sexual Harassment Of Women At Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review.

23. Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Whistle Blower Policy (Vigil mechanism) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting held on 25th July 2014 and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner.

24. Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Designation

Pooja Saraogi Chairman

Pankaj Kumar Agarwal Member

Manoj Mahipal Member

25. Particulars Of Contracts Or Arrangements With Related Parties:

Your company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arm's length basis during the financial year 2014-15.

26. Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.

27. Secretarial Audit Report

The Secretarial Audit Report has been given by M/s Raghunath Mandal, Company Secretaries and there is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report.

28. Corporate Governance Certificate & Management Discussion and Analysis Report

The Corporate Governance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement and the Management Discussion and Analysis Report has been annexed with the report.

29. Risk management policy

The company does not have any Risk Management Policy as the elements of risk threatening the Company's existence is very minimal.

30. Familiarization Programme for Independent Directors

In terms of Clause 49(II)(B)(7) of the Listing Agreement, your Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to familiarise them about their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of such familiarization programmes are available on your Company's website www.mayukh.co.in and a link to the said programmes has been provided elsewhere in this Annual Report.

31. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(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 that such internal financial controls are adequate and were operating effectively, and

(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.

32. 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

For and on behalf of the Board of Directors

Sd/- Sd/-

Pankaj Kumar Agarwal Sandeep Kumar Agarwal Managing Director Chief Financial Officer & Director Din: 05131265 Din: 06790042

Place: Kolkata Date: 29th May 2015


Mar 31, 2014

Dear Members,

The directors have pleasure in presenting their Annual Report together with the Audited Accounts for the year ended 31/03/2014

FINANCIAL RESULTS:

During the period under review the Company has made a profit of Rs. 1,718.00, which when added to the past year credit balance of Rs. 79,962.00, makes a total credit balance of Rs. 81,680.00 which your directors propose to carry forward to next year.

WORKING OF THE COMPANY:

During the period the funds of the Company were properly utilized.

DIRECTORS RESPONSIBILITY STATEMENT:

i. In the preparation of annual accounts, the applicable accounting standards had been followed.

ii. Accounting policies are applied consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period.

iii. Proper & sufficient care was taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The annual accounts had been prepared on the basis of going concern.

AUDITOR'S REPORT

The observation made by the Auditors are self-explanatory and do not require any further clarification.

AUDITORS:

M/s For A, Saraogi & Associates, Chartered Accountants, Auditors of the Company retires and offers them self for re-appointment.

INFORMATION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT.1956:

The above section is not applicable to the Company as no employees of the Company are in receipt of the remuneration specified under the above section.

For and behalf of the Board

MAYUKH CCMMERCIAL LTD.

Place: Kolkata Date: 20/05/2014 Director / Director Signatory


Mar 31, 2013

Dear Members,

The directors have pleasure in presenting ther annual report together with the Audited accounts for the year ended 31/03/2013.

FINANCIAL RESULTS:

Durinig the period under review the company has made aloss of Rs. 485.00 which when added to the last year credit balance of Rs. 80,447.00 make a tatal credit balance of Rs. 79,962.00 which your directors propose to carry forward to next year.

WORKING OF THE COMPANY.

During the period 1ne funds cl tile Company wem p'Operly u'.iLzsd.

DIRFCTSRS RESPONSEIUTV 5TATSMEIMY:

i. ln the preparation or annja seconds. the applicable accounting standards had oeen foflowed

ii. Accourlmg polices are appi ea consistently snd made judgment and e3li rates hat are reasonable anc prurient so as to give a true and faur view of the state of affairs of the company at the end of the financial year and of the lass of the company for that period

iii. Proper & sufficient care was taken for the maintenance of adequate accounting records in accordance with the provider of companies Act 1956 for safeguarding the assets of the company and for preventing a and detecting fraud and other gurantes

iv. The annual accounts been prepared on the basis of going concern.

AUDITORS REPORT:

The observation made by the Auditors are self-explanatory and do not require any further Clarification

AUDITORS.

M/s For A. Saraogi & Associates. Chartered Accountants Auditors of the Ccmpony retires and offers them self for re-appointment

INFORMATION PURSUANT TO SECTION 217)2A) OF THE COMPANIES ACT, 1956:

The above seclion .5 not applicable to the Company as no employees of the Company are in receipt of the remuneration specified under the above section

For and behalf of the Board

Place: Kolkata Date 30/05/2013


Mar 31, 2012

Dear Members,

The directors have pleasure in presenting the Annul Report together with the Audited Account for the year ended 31/C^'ZCT£

FINANCIAL RESULTS:

During the period Under review the Company has made a loss of Rs. 730.00 which when added to 'the past year credit balance of Rs. 81,177.00 makes a total credit be once or Rs. 80 447.00 no which your directors propose carry toward is next j2i

WORKING OF THE COMPANY:

During the period the funds of the company weere properly utilized

DIRECTORS RESPONSIBILITY STATEMENT:

In the preparation ok annual accounts. the applicable accounting standards had been followed

Accounting pollcies are applied consistently and made juogment and estimates that are reseonable and prudent so as to give a true and fair view of the state of affairs of the cOmpany at the end of the financial year and of the loss of the company for that period Proper & sufficient care was taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act 1956 for safeguarding the assets or the company and for preventing and detecting fraud and other irregularities The annual accounts had Open prepared or the basis a of going concern

AUDITOR'S REPORT:

The observation made by the Auditors are seif-explanatory and do not require any futher Clarification

AUDITORS.

M/S A Sarecgi £ Associates Chartered Accountants Auditors of the company retires and offers them self for re-appointments

INFORMATION PURSUANT TO SECTION 2 A) OF THE COMPANIES ACT.1956:

The above section is not applicable to the Company as n0 employees of the company are in receipt: of the remuneation specifies under the above section

For and behalf of the Board COMMERCIAL LTD Place: Kolkata Dale 30/05/2012 Direcror




Mar 31, 2011

Dear Members,

The director have pleasure in ." oresenl.ng their Annual Report together with the Audited Accounts for the year ended 31/03/2011

FINANGIAL RESULTS'

During the period under review, me company 31500 315 00 which when added the pass year credit balence of Rs 81 1992 GO makes a total credit balance of Rs 8 '77 00 which your directors propgss to parry forward to next year

WORKING OF THE COMPANY;

During the period the funds of the Company were propody utilized

Directors responsibiuty statement.

i) In f d preparation of sntLo accounts. the applicable occcunimg standards had Duen followed

ii) Accounting polices are aop ec consistently and made judgment end osl mates tha! are feasor able sue prudent so as to give o true and fair view of -re state of affairs of the company at the end ch fhe financial yea: and of the less d the company for that period.

iii) proper sufficient care was taken for fhe management of adequate acccunting records in accordance v, in the provision of Companies Act 1956 for safegarting the asses to in accordance.

iv) The annual accounts had on me crisis to going concern

AUDITOR'S REPORT:

The cosenoalioii made by life Auditors am l-exp:anatnfy and go not fsoure any further clarification.

AUDITORS:

M/s A saragi associates charted account auditro of the not any under

INFORM A I ION PURSUANT TO SECTION Z17f2Ai OF THE CO MPANfFS ACT 1356'

The af.-ove sector is not app: cube to dm Yc-mpany ss no employees Crthe Company are in "ecu pt c; me re run era I.on speed an ulcer the above section

For and behalf of the Foam:

MAYUKH cOMMERCIASL LTD.

Place Kolkaiav director Date 30/Q5/2011

 
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