Directors Report of Navketan Merchants Ltd.

Mar 31, 2015

The directors have pleasure in presenting their Twenty-Second Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

During the year under review, performance of your company was as under:

(Rupees in Lacs)

Particulars Year ended Year ended 31st March 2015 31st March 2014

Turnover 1035.15 308.38

Profit/(Loss) before taxation 4.12 11.56

Less: Tax Expense 1.27 1.58

Profit/(Loss) after tax 2.85 9.99

Add: Balance B/F from the previous year 1.96 (8.03)

Balance Profit / (Loss) C/F to the next year 4.81 1.96

The consolidated performance of the group as per consolidated financial statements is as under:

(Rupees in Lacs)

Particulars Year ended Year ended 31st March 2015 31st March 2014

Turnover 1035.82 335.04

Profit/(Loss) before taxation 4.01 4.58

Less: Tax Expense 1.27 1.62

Profit/(Loss) after tax 2.74 2.96

Add: Balance B/F from the previous year (5.07) (8.03)

Balance Profit / (Loss) C/F to the next year (2.33) (5.07)

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Navketan Merchants Limited was incorporated in the year 1994, West Bengal. The company is engaged in trading of mainly yarn and sarees.

The Board is positive about the future growth and expects to increase the growth rate in the upcoming financial years.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the company during the year and the Company continues to carry on with its existing business.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company has 1 (one) Subsidiary Company namely Chaturvyuh Broking Solutions Limited and it does not have any Associate or Joint Venture Company as on March 31, 2015.

Further, the names of companies that have ceased to be subsidiaries during the year under report are disclosed in the annexure to this report as Appendix I.

DIVIDEND

With the view to conserve the resources of the company the directors have not recommended any dividend during the year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to retain its profit in its surplus account only.

CHANGES IN SHARE CAPITAL, IF ANY

There have been no changes in the share capital of the company during the financial year ended 31st March, 2015.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the Financial Year 2014-2015, the Company has not issued any equity shares with differential rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

During the Financial Year 2014-2015, the Company has not issued any Employee Stock Options.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

During the Financial Year 2014-2015, the Company has not issued any Sweat Equity Shares.

EXTRACT OF ANNUAL RETURN

As required under the Companies Act, 2013 an extract of Annual Return, in form MGT -9, for the Financial Year ended 2014-15 is attached with this report as Appendix II.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES AND ASSOCIATES

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiary in Form AOC-1 is attached to the financial statements of the Company as Appendix III.

The company has also prepared consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report. Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiary, are also available on the website of the Company.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in prescribed format MR 3 has been annexed to this Report Appendix IV.

AUDIT COMMITTEE

The Committee met four times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The Committee comprises of Mr Amitava Dutt, Mr Raj Kumar Agarwal and Mr Amit Kumar Bandyopadhyay. All recommendations made by the Audit Committee during the year were accepted by the Board.

STATUTORY AUDITORS

Pursuant to Section 139(1) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 M/s Gora & Co., Chartered Accountants were appointed as the Auditors of the Company to hold office until the conclusion of 6th Annual General Meeting there from subject to ratification by shareholders at each subsequent Annual General Meetings.

Being eligible, the Auditors have expressed their desire to carry on and accordingly the Board recommends their continuation subject to ratification by the members at the ensuing annual general meeting.

EXPLANATION TO AUDITOR'S REMARKS

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes affecting the Financial Position of the company since its last balance sheet date which could have affected the Company.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

These details have been provided in the Financial Statements of the Company pursuant to Section 186(4).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribed format, AOC 2 is attached with this report as Appendix V.

DEPOSITS

During the year under review the company has not accepted or renewed any deposits under section 73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION

The operations of the Company are not energy intensive. However, the Company adopts modern technology. Adequate measures have been taken to ensure the use of energy-efficient computers, and other equipments which use latest environment friendly technology.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo Nil

RISK MANAGEMENT POLICY

The Board has approved a Risk Management Policy in commensuration to the size and nature of the business which also includes adherence to general financial discipline and checks to safeguard unauthorized use of company assets and finance. The same are reviewed and revised as per the needs to minimize and control the risk. The Risk Management Policy of the Company's can be accessed at www.navketanmerchants.com

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

There have been the following changes in the Board of Directors and Key Managerial Personnel of the company during the financial year ended 31st March, 2015:

DIN / PAN NAME ADDRESS DESIGNATION/ DATE OF DATE OF

No. CHANGE IN APPOINTMENT CESSATION

DESIGNATION

00424073 Mr Amit Kumar 27, Hemchandra Naskar Road, Director 28th January,

Bandyopadhyay C.I.T Road, Beliaghata, 2015

Kolkata - 700010

00637071 Raj Kumar Agarwal Clubtown Residential Director 1st May, 2014

Complex, Block-5, Flat No. 2B, Kolkata - 700059

03099786 Amit Kumar Mishra 194 Line No.7, Bhalubasa, Director 1st May, 2014

P.O. Agrico, Dist East Singbhum, Bhalubasa 831009

06883475 Amitava Dutt 33/2, Beadon Street, Director 1st May, 2014

Kolkata - 700006

05275807 Ankita Jhunjhunwalla P-889, Lake Town, Bl-A, Managing Director 12th May, 2014

1st Floor, Kolkata - 700089

00570313 Mr Jai Narayan Gupta 188/1A, Maniktala Main Director 1st May, 2014 28th January,

Road, Janaki Sadan, 2015

Kolkata - 700054

03044223 Dilip Das 8/5, Ramesh Dutta Street Director - 28th May, 2014

*Appointed - 10.12.2010 Kolkata 700006

0368999 Amit Kumar Mondal Mondal Giripara, Director - 29th May, 2014

*Appointed - 10.12.2010 Kanyanagar - 743398

00504604 Rajendra Agarwal 3E, Chetla Road, New Alipore, Director - 28th May, 2014

*Appointed - 03.03.2011 Kolkata - 700053

01455926 Satyendra Kumar Thakur 5/1/1A, Durga Charan Mitra Director - 28th May, 2014

*Appointed - 03.03.2011 Street, Kolkata-700006

AGAPK0445P Ms Henal Kothari 2/1B Dr. Rajendra Road, Company Secretary 29th May, 2014

Kolkata - 700020

ANJPP1334N Rajan Pandey 91/94/96, GT Road (North), CFO 1st May, 2014

Howrah - 711106

NUMBER OF BOARD MEETINGS

The Board met Eight times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant or material orders were passed by the regulators or court or tribunal against the company.

FRAUD REPORTING

The company has adopted best practices for fraud prevention and reporting. No fraud on or by the company has been reported by the statutory auditors.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT

There has not been any such revision during the year under report.

RECEIPT OF ANY COMMISSION BY MD / WTD FROM THE COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

The Managing Director of the company has not received any commission / remuneration from the Company or its Subsidiary.

DECLARATION BY INDEPENDENT DIRECTOR

The company has received necessary declaration from independent directors under section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013 and rules made there under and clause 49 of Listing Agreement entered into with the stock exchange.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Since any of the thresholds under section 135 of the Companies Act, 2013 were not triggered during the year under review so the Company is not required to frame a CSR Policy or comply with any other requirements as mentioned under section 135.

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for:

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and

(b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure that all mandatory provisions of "Corporate Governance" as provided in the Listing Agreement of the Stock Exchange with which the company's shares are listed are duly complied.

The Report on Corporate Governance as well as Corporate Governance Compliance Certificate along with Management Discussion & Analysis Report as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards any kind of harassment, and the Company has less than 10 (ten) employees and no cases of harassment were filed or reported during the year under report.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF THE DIRECTOR

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of section 178(3) of the Act and Clause 49 of the Listing Agreement.

Nomination and remuneration committee (NRC) identifies persons who are qualified to become directors in accordance with the criteria laid down. The NRC review the composition and diversity of Board, keeping in view the requirement of Companies Act, 2013 and listing agreement and recommend to the Board appointment/ reappointment of eligible candidates including their terms of appointment and remuneration.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND DIRECTORS

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

Further, the Independent Directors at their meeting reviewed the performance of Board and of Non Executive Directors.

NOMINATION & REMUNERATION COMMITTEE POLICY

The Company has duly constituted a Nomination and Remuneration Committee in compliance with provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement as amended from time to time. The Committee has also adopted a Remuneration Policy for the Directors, Key Managerial Personnel and other employees.

PARTICULARS OF EMPLOYEES

The information required under Section 197 Details of Ratio of Remuneration of Director pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

Sl. No. Basis Particulars

1. the ratio of the remuneration of each whole time Name of directors Ratio to the Median director or managing director to the median Ankita Jhunjhunwala 50:13 remuneration of the employees of the company for the financial year;

2. the percentage increase in remuneration of each Name of directors Percentage increase director, Chief Financial Officer, Chief Executive Ankita Jhunjhunwala Officer, Company Secretary or Manager, if any, in the Henal Kothari 33.33% financial year;

Rajan Pandey

3. the percentage increase in the median remuneration 44.44% of employees in the financial year;

4. the number of permanent employees on the rolls of 3 excluding Key Managerial Personnel Company;

5. the explanation on the relationship between average The Company currently has nominal profit margin only and increase in remuneration and company performance direct relationship between changes in remuneration viz-a-

viz performance will get reflected in future years.

6. comparison of the remuneration of the Key The Company currently has nominal profit margin only and Managerial Personnel against the performance of the direct relationship between changes in remuneration viz-a- Company; viz performance will get reflected in future years.

7. variations in the market capitalization of the company is currently listed at Calcutta Stock Exchange company, price earnings ratio as at the closing date of only where the trading platform is non operational. Hence, the current financial year and previous financial year these details do not have relevance.

and 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 in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

8. average percentile increase already made in the There was no significant increase in the salary of employee salaries of employees other than the managerial of the Company in the last financial year. Further, managerial personnel in the last financial year and its comparison personnel have been appointed in the current financial year. with the percentile increase in the managerial The Company currently has nominal profit margin only and remuneration and justification thereof and point out direct relationship between changes in remuneration viz-a- if there are any exceptional circumstances for increase viz performance will get reflected in future years.

in the managerial remuneration;

9. comparison of the each remuneration of the Key Name of the KMP % of revenue Managerial Personnel against the performance of the Ankita Jhunjhunwala 0.29 company. Henal Kothari 0.21

Rajan Pandey 0.12

10. the key parameters for any variable component of NA remuneration availed by the directors

11. the ratio of the remuneration of the highest paid NA director to that of the employees who are not

directors but receive remuneration in excess of the highest paid director during the year;

12. Affirmation that the remuneration is as per the This is hereby confirmed that the remuneration is in remuneration policy of the company accordance with the remuneration policy formulated by the

Nomination and Remuneration Committee of the Board and adopted by the Board of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that :

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit /loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

ACKNOWLEDGMENT

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support

For and on behalf of the Board of Directors

Ankita Jhunjhunwala Amit Kumar Mishra

Place : Kolkata (Managing Director) (Director)

Date : 29th May, 2015 DIN : 05275807 DIN : 03099786

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Mar 31, 2014

The Directors have the pleasure in presenting the Annual Report together with the audited statement of accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

During the year under review, performance of your Company is as under:

Year ended Year ended 31st March 2014 31st March 2013 Profit/(Loss) before taxation 1156466.00 695.00

Less: Tax Expense 157825.00 215.00

Profit/ (Loss) after tax 998641.00 480.00

Add : Balance B/F from the previous year (802779.00) (803259.00)

Balance Profit/ (Loss) C/F to the next year 195862.00 (802779.00)

DIVIDEND

No dividend has been recommended for the year.

DIRECTORS" RESPONSIBILITY STATEMENT - COMPLIANCE UNDER SECTION 217(2AA) OF THI COMPANIES ACT, 1956

The Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along wit proper explanation relating to material departures;

2. Such accounting policies have been selected and applied consistently, judgments made and estimates that ar reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31; March, 2014 and of the loss of the Company for the year ended on 31st March, 2014;

3. Proper and sufficient care has been taken 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 for detecting fraud and other irregularities;

4. The Annual Accounts has been prepared on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr J; Narayan Gupta, Director of the Company is liable to retire by rotation and being eligible offers himself for re-appointment.

AUDITORS

M/s. A Jana & Co. Chartered Accountants, the Auditors of the Company who hold office up to the conclusion of the ensuing Annual General Meeting have shown their unwillingness to continue as Auditors of the Company and have given their resignation. In view of this the Company needs to appoint statutory auditors and, therefore, the Compare has sent a proposal to M/s. Gora & Co, for appointing them as Auditors for the Financial Year ending March 3' 2015. Wherein M/s. Gora & Co, has confirmed their willingness and eligibility under the provision of the Companies Act, 2013 to be as statutory auditors of the Company, which is subject to shareholders' approval.

DISCLOSURE OF INFORMATION

The Company, Avighna Commerce Limited, is being merged with Navketan Merchants Limited, a public company with effect from 17th February, 2014 as per Court Order No CP No 445 of 2013 CA No 387 of 2011. All the necessary documents have been filed with effect to it.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that alt mandatory provisions of "Corporate Governance" as provided in the Listing Agreement of the Stock Exchange with which the Company's Shares are listed are duly complied with.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The activities of the Company are not energy intensive and hence these matters are not applicable.

FOREIGN EXCHANGE EARNING/ OUT GO

There has been no foreign exchange earnings or outgo during the year under review.

PARTICULARS OF EMPLOYEES

As per the requirements of section 217(2AA) of the Companies Act, 1956, none of the employees were in receipt of remuneration in excess of the prescribed limits for the whole or part of the year under review.

ACKNOWLEDGEMENT

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support.

By Order of the Board

12, Waterloo Street Ankita Jhunjhunwala Raj Kumar Agarwai

Kolkata 700 069 Managing Director Director

Dated: 29th May, 2014 DIN: 05275807 DIN: 00637071

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Mar 31, 2013

The Directors have the pleasure in presenting the Annual Report together with the audited statement of accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

During the year under review, performance of your Company is as under:

Year Ended 31st Year Ended 31st

Particulars March, 2013 March, 2012

Profit/ (Loss) before taxation 695.00 753.00

Less : Provision for taxation 215 233.00

Profit/ (Loss) after tax 480.00 520.00

Add : Balance B/F from the previous year (803,259.00) (803,778.00)

Balance Profit/ (Loss) C/F to the next year (802,778.00) (803,259.00)

DIVIDEND

No dividend has been recommended for the year.

DIRECTORS' RESPONSIBILITY STATEMENT - COMPLIANCE UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

2. Such accounting policies have been selected and applied consistently, judgments made 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 at 31st March, 2013 and of the loss of the Company for the year ended on 31st March, 2013 ;

3. Proper and sufficient care has been taken 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 for detecting fraud and other irregularities ;

4. The Annual Accounts has been prepared on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Dilip Das, Director and Mr. Amit Kumar Mondal, Director liable to retire by rotation and being eligible offers themselves for reappointment.

AUDITORS

A Jana & Co., Chartered Accountants, hold office upto the conclusion of this Annual General Meeting and recommended for reappointment. The Company has received a certificate from them to the effect that their appointment, if made, would be the limits prescribed under the section 224(1B) of the Companies Act, 1956.

DISCLOSURE OF INFORMATION

The Company, Avighna Commerce Limited, is being merged with Navketan Merchants Limited, a listed public company with effect from 1st April, 2010 or as the date prescribed by the High Court in their sanction letter. All the necessary documents have been filed and the matter is pending for court's order.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of "Corporate Governance" as provided in the Listing Agreement of the Stock Exchange with which the Company's Shares are listed are duly complied with.

A separate report on "Corporate Governance" along with Auditors' Certificate on its compliance and "Management Discussion and Analysis" are annexed hereto as Annexure 'A' and Annexure 'B' respectively as part of the Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The activities of the Company are not energy intensive and hence these matters are not applicable.

FOREIGN EXCHANGE EARNING/ OUT GO

There has been no foreign exchange earnings or outgo during the year under review.

PARTICULARS OF EMPLOYEES

As per the requirements of section 217(2AA) of the Companies Act, 1956, none of the employees were in receipt of remuneration in excess of the prescribed limits for the whole or part of the year under review.

ACKNOWLEDGEMENT

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support.

BY ORDER OF THE BOARD

12, Waterloo Street

Sd/-

Kolkata 700 069 (Dilip Das)

Dated:22nd May, 2013 Director

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Mar 31, 2012

The Directors have the pleasure in presenting the Annual Report together with the audited statement of accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

During the year under review, performance of your Company is as under:

Year Ended 31st Year Ended 31st Particulars March,2012 March,2011

Profit/ (Loss) before taxation 753.00 2127.00

Less : Provision for taxation 233.00 657.00

Profit/ (Loss) after tax 520.00 1470.00

Add : Balance B/F from the previous year (803,779.00) (805,249.00)

Balance Profit/ (Loss) C/F to the next year (803,259.00) (803,779.00)

DIVIDEND

No dividend has been recommended for the year.

DIRECTORS' RESPONSIBILITY STATEMENT - COMPLIANCE UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

2. Such accounting policies have been selected and applied consistently, judgments made 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 at 31st March, 2012 and of the loss of the Company for the year ended on 31st March, 2012 ;

3. Proper and sufficient care has been taken 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 for detecting fraud and other irregularities ;

4. The Annual Accounts has been prepared on a going concern basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of your Company, the Directors liable to retire by rotation and being eligible offers themselves for re-appointment.

AUDITORS

A Jana & Co. Chartered Accountants, hold office upto the conclusion of this Annual General Meeting and recommended for reappointment. The Company has received a certificate from them to the effect that their appointment, if made, would be the limits prescribed under the section 224(1B) of the Companies Act, 1956.

DISCLOSURE OF INFORMATION

The Company, Avighna Commerce Limited, is being merged with Navketan Merchants Limited, a listed public company with effect from 1st April, 2010 or as the date prescribed by the High Court in their sanction letter. All the necessary documents have been filed and the matter is pending for court's order.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of "Corporate Governance" as provided in the Listing Agreement of the Stock Exchange with which the Company's Shares are listed are duly complied with.

A separate report on "Corporate Governance" along with Auditors' Certificate on its compliance and "Management Discussion and Analysis" are annexed hereto as Annexure 'A' and Annexure 'B' respectively as part of the Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The activities of the Company are not energy intensive and hence these matters are not applicable.

FOREIGN EXCHANGE EARNING/ OUT GO

There has been no foreign exchange earnings or outgo during the year under review.

PARTICULARS OF EMPLOYEES

As per the requirements of section 217(2A) of the Companies Act, 1956, none of the employees were in receipt of remuneration in excess of the prescribed limits for the whole or part of the year under review.

BY ORDER OF THE BOARD



12, Waterloo Street Sd/-

Kolkata 700 069 (Dilip Das) Dated: 30th of April, 2012 Director

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Mar 31, 2011

The Directors have the pleasure in presenting the Annual Report together with the audited statement of accounts for the year ended 31 st March, 2011.

FINANCIAL RESULTS

During the year under review, performance of your Company is as under:

Particulars Year Ended 31st Year Ended 31st March,2011 March, 2010

Profit/(Loss) before taxation 2127 (1,60,703)

Less; Provision for taxation 657

Profit/ (Loss) after tax ' 1470 (6,44,556)

Add : Balance B/F from the previous year (8,05,248)

Balance Profit/ (Loss) C/F to the next year (8,03,779) (8,05,248)

DIVIDEND

No dividend has been recommended for the year.

DIRECTORS' RESPONSIBILITY STATEMENT - COMPLIANCE UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been. followed along with proper explanation relating to material departures;

2. Such accounting policies have been selected and applied consistently, judgments made 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 at 31st March, 2011 and of the loss of the Company for the year ended on 31st March, 2011 ;

3. Proper and sufficient care has been taken 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 for detecting fraud and other irregularities;

4. The Annual Accounts has been prepared on a going concern basis.

Directors

In accordance to the Articles of Association of your Company, Mr. Amit Kumar Mondal and Mr. Dilip Das, who retires by rotation and being eligible offers himself for re-appointment.

AUDITORS

A Jana & Co. Chartered Accountants, hold office upto the conclusion of this Annual General Meeting and recommended for reappointment. The Company has received a certificate from them to the effect that their appointment, if made, would be the limits prescribed under the section 224(1 B) of the Companies Act, 1956.

DISCLOSURE OF INFORMATION

The Company, Navketan Merchants Limited, is being merged with with Avighna Commerce Limited, an unlisted public company effect from 1st April, 2010 or as the date prescribed by the High Court in their sanction letter. All the necessary petition has been filled and the matter is pending for court's order.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure that all mandatory provisions of "Corporate Governance" as provided in the Listing Agreement of the Stock Exchange with which the Company's Shares are listed are duly complied with.

A separate report on "Corporate Governance" along with Auditors' Certificate on its compliance and "Management Discussion and Analysis" are annexed hereto as Annexure 'A' and Annexure 'B' respectively as part of the Annual Report.

HUMAN RESOURCES

The company during the year under review has only taken contractual service from agencies to maintain its records & documents. Since there was very limited activity the company has not hired any employees during the year.

DEMATERIALISATION OF SHARES

Details of the same are given in the Shareholders' Information.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company during the year under review had no activities relating to conservation of energy or technology absorption being basically in the financial sector. Hence these matters are inapplicable and does not require any comment.

FOREIGN EXCHANGE EARNING/ OUT GO

There has been no foreign exchange earnings or outgo during the year under review.

PARTICULARS OF EMPLOYEES

As per the requirements of section 217(2A) of the Companies Act, 1956, none of the employees were in receipt of remuneration in excess of the prescribed limits for the whole or part of the year under review.

ACKNOWLEDGEMENT

The Board of Directors express its sincere appreciation to the valued shareholders, bankers and clients for their support.

BY ORDER OF THE BOARD

12, Waterloo Street

Kolkata-700 069. (Dilip Das)

Dated 3rd Day of August,2011 Director