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Directors Report of Negotium International Trade Ltd.

Mar 31, 2015

The Members,

Mahadushi International Trade Limited

The Directors have pleasure in presenting the 21st Directors' Report of your Company together with Audited Statement of Accounts and the Auditors' Report of your Company for the financial year ended, 31st March, 2015.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The highlights of financial results of your Company are as follows:

Particulars For the Financial year as For the Financial year ended on 31st March,2015 ended as on 31st March, Amount (in Rs.) 2014 Amount (in Rs.)

Income 29,538,607 12,553,980

Less: Expenditure 29,866,030 13,689,815

Profit/(Loss) before taxation 596,253 4,51,520

Less: Current Tax 266,458 86,037

Deferred tax (86,586) 66,162.00

Net profit/ (Loss) after taxation 464,496 s299,300

During the year under review, the Company's income is Rs. 29,538,607 as against income of Rs. 12,553,980 in 2013-14. The net profit after tax during the year has been Rs. 464,496 as against the net profit of Rs 299,300 in the previous year.

DIVIDEND

The Directors have not recommended any dividend for the financial year 2014-15 for growth requirement and expansion of the business.

RESERVE AND SURPLUS

As on 31st March, 2015, Rs. (70,49,804) stood as the Amount of Reserve and Surplus after transferring Rs. 4,64,496 as the current year profit.

CHANGE IN THE SHARE CAPITAL Sub-Division

During the period under review, The Authorized Share Capital as on March 31, 2015 was Rs. 6 crores (6,00,00,000 shares of Rs. 1/each). The Company has split up its share capital from Rs. 10 per share into the shares of Rs. 1/- each w.e.f. 17.10.2014.

Consolidation

Also, the Board of Directors of the Company in its meeting held on 1st September, 2015 has also resolved to consolidate the face value of the Share from Re. 1 to Rs. 10 each. Consequent to the consolidation the Authorised capital of the company would stand Rs. Rs. 6 crores (60,00,000 equity shares of Rs. 10/each).

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

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

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status updates to the Board of Directors of the Company.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Name of Director/KMP Remuneration % increase in and Designation of Director/ Remuneration KMP for FY in FY2014-15** 2014-15 (Rs.In Lakhs)

Mr. Raju Yadav, Whole Time Nil N.A. Director

Ms. Ashima Sehjpal, 16,000 NA Company Secretary

Name of the Director Ratio of Ratio of KMP & Designation Remuneration of Remuneration of Director to Director to Median Median Remuneration of Remuneration of employees Employees

Mr. Raju Yadav, Whole Time N.A. N.A. Director

Ms. Ashima Sehjpal, N.A. N.A. Company Secretary

During the year under review, Ms. Ashima Sehjpal resigned from the post of Company Secretary w.e.f 24th May, 2014.

The number of permanent employees as on 31st March 2015 was 3.

Average of remuneration of employees excluding KMPs - Nil

No employee's remuneration for the year 2014-15 exceeded the remuneration of any of the Directors.

Company's performance has been provided in the Directors' Report which forms part of the Board Report.

Market Capitalisation was Rs. 37.54 crores of 2014-15 as against Rs. Rs. 192.47 crores of 2013-14.

The key parameter for the variable component of key managerial personnel(s) is linked with Company performance and Individual performance.

The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31,2015 -NOT APPLICABLE

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable.

STATUTORY AUDITORS

M/s S.A. Jain & Associates, Statutory Auditors of the Company have tendered their inability to continue as Statutory Auditors of the Company and M/s. G.P.KESHRI & ASSOCIATES , Chartered Accountants, Statutory Auditors of the Company, Chartered Accountants, to the effect that their appointment, if made, would be in accordance with the Act and that they are not disqualified for such appointment. The Company has received letters from Auditor to the effect that their 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.

Also, the Company has received a special notice from a member in terms of section 140 of the Companies Act, 2013

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT - 9 has been annexed to the Report, as Annexure-1.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review, Mr. Parag Mittal, Mr. Vinay Kumar and Mr. Diwakar Joshi had resigned from the Board of Directors of the Company w.e.f. 03/07/2014, 23/07/2014, and 20/03/2015 respectively and Mr. Dharmendra, Mr. Rajesh Verma and Ms. Radhika Thapliyal had been appointed as an Additional Director w.e.f. 03/07/2014, 23/07/2014 and 20/03/2015 respectively on the Board.

Ms. Ashima Sehjpal had resigned from the post of Company secretary of the company w.e.f. 24/05/2014.

b) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relationship Committee.

SEXUAL HARASSMENT:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made thereunder. There was no complaint on sexual harassment during the year under review.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND THEIR COMMITTEES. a. BOARD MEETINGS

During the year Thirteen (13) Board Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 177 of the Companies Act, 2013. Audit Committee met 7 times during the financial year 2014-15 on 29.05.2014, 03.07.2014, 23.07.2014, 12.08.2014, 13.11.2014, 13.02.2015 and 20.03.2015 following is the composition:

As on 31st March, 2015, the Composition of Audit Committee is as follows:

Name of Member Designation Category

Mr. Rajesh Verma Chairman Non Executive and Independent Director

Ms. Radhika Thapliyal Member Non Executive and Independent Director

Mr. Dharmendra Member Non Executive and Non Independent Director

COMPOSITION AND MEETINGS OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Composition and terms of reference of the Committee satisfy the requirements Section 178 of the Companies Act, 2013. Committee met 7 times during the financial year 2014-15 on 29.05.2014, 03.07.2014, 23.07.2014, 12.08.2014, 13.11.2014, 13.02.2015 and 20.03.2015 following is the composition:

Name of Member Designation Category

Mr. Rajesh Verma Chairman Non Executive and Independent Director

Ms. Radhika Thapliyal Member Non Executive and Independent Director

Mr. Dharmendra Member Non Executive and Non Independent Director

NOMINATION & REMUNERATION COMMITTEE & ITS POLICY

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Nomination and Remuneration Committee are given below:

Name of Member Designation Category

Ms. Radhika Thapliyal Chairman Non Executive and Independent Director

Mr. Rajesh Verma Member Non Executive and Independent Director

Mr. Dharmendra Member Non Executive and Non Independent Director

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy has been posted on the website of company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2014-15 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Company's policies, procedures and practices.

Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration

REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board have on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company have appointed M/s. K.K. Mishra & Associates, Company Secretaries, to undertake the Secretarial audit of the Company for the Financial Year 2014-15. The report is annexed herewith.

With respect to the qualifications, the Company is searching the best candidate for the post of Company Secretary and Chief Financial officer, and would try to intimate and file the required information/ compliances timely.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and company's operations in future.

HUMAN RESOURCES INDUSTRIAL RELATIONS:

The takes pride in the commitment, competence and dedication shown by its employees in all areas of Business.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation's growth and its sustainability in the long run.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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 had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. - NOT APPLICABLE

f) 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.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the continuing support of Shareholders, employees, bankers and Business associates at all levels.

For and on behalf of the Board Mahadushi International Trade Limited

Sd /- Sd/- Raju Yadav Dharmendra Director Director DIN: 06692750 DIN: 06798855

Date: 01.09. 2015 Place: New Delhi


Mar 31, 2014

Dear Members,

The Directors are pleased to present the twentieth Annual Report and the Company''s audited accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended March 31, 2014 (Current Year) and March 31, 2013 (Previous Year) is summarised below:

Particulars 2013-2014 2012-2013

Total Income / Loss 1,37,04,530.10 89,65,100.00

Less: Total expenses 1,32,53,009.76 85,46,076.00

Profit before tax 4,51,520.34 4,19,024.00

Less: Current tax 86,037.20 79,824.00

Deferred tax 66,162.00 51,706.00

Profit for the year 2,99,300.14 2,87,494.00

RESULTS OF OPERATIONS

Operating in a volatile and uncertain environment, the Company demonstrated the resilience of its business model. The company delivers robust profits in the financial year 2013-14. The highlights of the Company''s performance are as under:

Revenue from operations increased by 34.58% to Rs. 47,39,430.10

PBT increased by 7.19% to Rs. 32,496.34

Net profit increased by 3.94% to Rs. 11,806.14

DIVIDEND

To plough back the profits in to the business activities, no dividend is recommended this year.

LISTING OF EQUITY SHARES

Your Directors are pleased to inform you that the Company''s securities have now been listed on BSE Limited on March 21, 2014 and the Company had paid listing fees to the Exchange for the year 2014-15.

DEPOSITS

During the year under review, your company has not accepted the deposits under Section 58A of the Act and Companies (Acceptances of Deposits) Rules 1975 as amended till date.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

SHIFTING OF REGISTERED OFFICE

During the year under review, your company has shifted its registered office from G-22, Basement Lajpat Nagar-III, New Delhi – 110024 to 3/12, Ground Floor, Asaf Ali Road, New Delhi – 110002 w.e.f. November 15, 2013.

DIRECTORS

Mr. Vinay Kumar and Mr. Diwakar Joshi were appointed as an Additional Director designated as an Independent Directors w.e.f. December 10, 2013 & December 15, 2013 respectively and Mr. Raju Yadav was appointed as an Additional Director and was designated as Whole time Director, they shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Vinay Kumar and Mr. Diwakar Joshi for appointment as an Independent Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Dharmendra was appointed as an Additional Director designated as a Non Independent Director w.e.f. July 03, 2014 and he shall hold office up to the date of the ensuing Annual General Meeting.

Further, during the year under review, Mr. Prakash Chand Agrawal, Mr. Anurag Garg, Mr. Parag Mittal and Mr. Tarun Chauhan, Directors of the Company resigned from the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2014, the

applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) 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 as at March 31, 2014 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a „going concern'' basis.

AUDITORS AND AUDITORS'' REPORT

M/s B D Gupta & Co, Chartered Accountants, retire at the ensuing annual general meeting and have tendered their inability to continue as Statutory Auditors of the Company.

Also, the Company has received a letter from M/s S.A. Jain & Associates, Chartered Accountants, to the effect that their appointment, if made, would be in accordance with the Act and that they are not disqualified for such appointment.

The Company has received letters from Auditor to the effect that their 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.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES

During the year under review, no employee was in receipt of remuneration in excess of the prescribed limits as prescribed under Section 217(2A) of the Companies Act, 1956 and the rules made there under as amended till date.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provision of Section 217(I)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 being not relevant / significant, are not given. There was no foreign exchange earning or outgo during the year under review.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached to the Report on corporate governance.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers. By Order of the Board of Directors

By Order of the Board of Directors

MAHADUSHI INTERNATIONAL TRADE LIMITED

Place: New Delhi Sd/- Sd/-

Date: 23.07.2014 Dharmendra Raju Yadav Director Director (03091446) (06692750)


Mar 31, 2013

Dear Members,

M/s Mahadushi International Trade Limited,

The Directors have pleasure in presenting their 19th Annual Report and Audited Statement of Accounts of the Company for the year ended on 31st March, 2013.

1. FINANCIAL HIGHLIGHTS :

Particulars Current Yr. Previous Yr. 31.03.2013 (Rs.) 31.03.2012 (Rs.)

Total Income/Loss 8965100 185355

Less: Total Expenses 8546076 180758

Profit Before Tax 419024 4597

Profit/Loss after Tax 287494 4597

Less: Profit Brought from Previous Yr 4597 -----

Balance carried to Balance Sheet 292091 4597

2. FINANCIAL PERFORMANCE

During the year under review, Your Company has recorded a total income of Rs. 8965100 against Rs. 185355 in the previous year with total increase of Rs. 8779745. Net Profit before taxation for the financial year ended on 31st March, 2013 increased to Rs. 419024 from Rs. 4597 in the previous year. Consequently, the Profit after tax increase to Rs. 287494 from Rs. 4597 as in the previous year.

3. ISSUE OF EQUTY SHARES

The Company has issued and allotted 802250 Equity Shares of Rs. 10/- each on 8th August, 2013 and consequently, the Issued and Paid up share capital of the Company has increased from Rs. 3,12,00,000 divided into 3120000 equity shares of Rs. 10/- each to Rs. 3,92,22,500 divided into 3922250 equity shares of Rs. 10/- each.

4. DIVIDEND:

To plough back the profits in to the business activities, no dividend is recommended this year.

5. DEPOSITS :

During the year under review, Your Company has not accepted the deposits under section 58A of the Companies Act, 1956 and Companies (Acceptance of deposits) Rules 1975 as amended upto date.

4. STATUTORY AUDITORS :

M/s Garg Agrawal & Agrawal, Chartered Accountants, Delhi, Statutory Auditors of the Company who hold office until the conclusion of the ensuing Annual General Meeting has conveyed its inability to continue as Statutory Auditor for the Financial year 2013-14 and The Company has received a letter from M/s B.D Gupta & Co., Chartered Accountants (FRN 000309C) to be appointed as Statutory Auditor for the financial year 2013-14 and to the effect that their appointment, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956.

Therefore, the Board of Directors recommends their appointment as Statutory Auditors of the Company.

5. DIRECTORS:

Mr. Tarun Chauhan was appointed by the Board of Directors in their meeting held on 20th March, 2013.

Further, during the period under review, Mr. Munna Kumar and Mr. Muneshwar Ram, Directors of the Company resigned from the company.

In accordance with the provisions of the Articles of Association of the Company, Mr. Anurag Garg and Mr. Prakash Chand Agrawal are due to retire by rotation and being eligible, offer themself for re-appointment.

6. DIRECTOR''S RESPONSIBILITY STATEMENT :

In compliance to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to place on record –

(i) that in preparing the Annual Accounts, all the applicable accounting standards have been followed ;

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

(iii) that 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/detecting fraud and irregularities;

(iv) that the Directors have prepared the Annual Accounts on going concern basis.

7. PERSONNEL :

During the year under review, no employee was in receipt of remuneration in excess of the prescribed limits as prescribed under Section 217 (2A) of the Companies Act, 1956 and the rules made thereunder as amended upto date.

8. CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Auditors regarding the compliances with conditions of Corporate Governance in terms of Clause 49 of the Listing Agreement is annexed to this report.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management and Discussion and Analysis of the financial condition and results of the operations of the Company under review forms part of the Annual Report.

10. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE :

Information in accordance with the provision of Section 217 (I) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 being not relevant/significant, are not given. There was no foreign exchange earning or outgo during the year under review.

APPRECIATION:

Your Directors wish to place on record their deep sense of appreciation of the devoted services rendered by the executives and bank etc.

FOR AND ON BEHALF OF THE BOARD MAHADUSHI INTERNATIONAL TRADE LIMITED SD/- SD/- (PARAG MITTAL) (TARUN CHAUHAN) DIRECTOR DIRECTOR

Place : New Delhi Date : 02/09/2013


Mar 31, 2012

Dear Members,

The Board of Directors are pleased to present the Annual Report of the Company for the financial year ended 31st March, 2012.

Financial Results

During the financial year ended on March 31st, 2012 the Company has not made any profits. The Company did make sales and other income during the financial year of Rs. 185355 fPrevious year was Rs. 77,160.00) . The operating expenses during the year were Rs. 180758 {Previous year was Rs(195,921.00)).The Profit/(Loss) after tax comes out to be Rs 4597(Previous year loss was Rsll8,761.00) There is no prevision for Income tax or Fringe Benefit tax as made during the year, (previous year also Nil) that IS to be adjusted. There is no amount of depreciation (previous year also Nil) and deferred tax (previous year also nil) that is to be adjusted with Profit/(Loss) before tax. The profit after tax is Rs.4597

(Previous year loss was Rsll8,761.00. Balance Carried to Balance Sheet is Rs. 8101094(Previous Year was Rs. 8915591)

For the year 2011-12 For the year 2010-11

Sales and other income 185355 77,160,00

Less: Operating Expenses 180758 195,921.00

Profit/(Loss) before 4597 (118,761.00)

Depreciation & Tax

Less: Depreciation 0.00 0.00

Profit /(Loss) before tax 4597 (118.761.00)

Less; Current Tax & FBT 0.00 0.00

Prom /(Loss) after tax 4597 (118,761.00)

Add: Deferred tax 0.00 0.00

4597 (118,761.00)

Less: Income tax of earlier years 0.00 0.00

4597 (118,761.00)

Add: Profit/(Loss) brought forward (8105691) (7,989,930.20)

Profit/(Loss) available for 4597 (8,105,691.20)

appropriation

Less: Transferred to General 0.00 0.00 Reserve

Dividend 0.00 0.00

Balance carried to Balance (8,101,094) (8,105,691)



Dividend

The Board of Directors has not declared any dividend during the Financial Year ended Si''* March, 2012.

Fixed Deposits

The Company has not accepted any deposits during the financial Year.

Statutory Auditors

M/s Garg Agrawal & Agrawal, Chartered Accountants, Delhi, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible for appointment offer themselves for appointment and are to be appointed as auditors of the Company.

Particulars of Employees

There has been a co-ordial relationship between the management and staff of the company. No employee was in receipt of remuneration in excess of Rs. 60,00,000.00 p.a. if employed for the full year or Rs.5,00,000.00 p.m. if employed for part of the year. Therefore, the information as per section 217(2A) of the Companies Act, 1956 read with Companies (Particuiars of employees) rules 1975 are not being given, .

Auditor''s Report

All statements stated in the Auditor''s Report are self explanatory.

Corporate Governance.

Clause 49 of the listing Agreement provides the code for corporate governance prescribed by SEBI for listed Indian Companies, Compliance of conditions of corporate governance are made by the company.

Dividend

The Board of Directors has not declared any dividend during the Financial Year ended 31st March, 2012.

Fixed Deposits

The Company has not accepted any deposits during the financial Year.

Statutory Auditors

M/s Garg Agrawal & Agrawal, Chartered Accountants, Delhi, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible for appointment offer themselves for appointment and art to be appointed as auditors of the Company.

Particulars of Employees

There has been a co-ordial relationship between the management and staff of the company. No employee was in receipt of remuneration in excess of Rs. 60,00,000.00 p.a. if employed for the full year or Rs.5,00,000.00 p.m. if employed for part of the year. Therefore, the information as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) rules 1975 are not being given.

Auditor''s Report

All statements stated in the Auditor''s Report are self explanatory.

Corporate Governance. ''

Clause 49 of the listing Agreement provides the code for corporate governance prescribed by SEBI for listed Indian Companies. Compliance of conditions of corporate governance are made by the company.

The Company''s principle of governance implies the strict adherence to the corporate and other administrative laws and practice in latter and spirit to ensure better service to the investor and provide a transparency in the working of the company.

An Auditor of the company certifying the Company''s compliance with the requirements of Corporate Governance stipulated under Clause 49 of the Listing Agreement is attached with the Corporate Governance Report,

a) Name and address of the stock exchanges where the securities are listed.

The Delhi Stock Exchange Association Ltd.,

DSE House, 8/1 Asaf Ali Road,

New Delhi 110002

Listing fee paid for the previous financial Year has been paid.

Particulars u/s.217 (1) (e)

Company is engaged in trading activity, but there is nothing to be disclosed in report about conservation of energy. No agreement has been entered into for technology absorption. Foreign Exchange earnings are NIL and outgo are NIL.

Board of Directors

Among the Board of Directors Mr.Parag Mittal retire by rotation at the ensuing Annual General Meeting and is not to be reappointed as director considering his term to hold office as a director in the Company.

Board Meetings

The Board of directors of the Company duly metmimes on 30th ApfiT TOTTr Isrtoly 2011, 7th July 2011, 11th August 2011, 2nd September 2011, 4th October 2011, 10th October 2011, 7th November 2011, 14th November 2011, 20th January 2012, 6th February 2012 and 31st March 2012.

Management Discussion and Analysis Report

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

Internal Audit and Compliance

The management of the Company has taker proper steps for applying internal control and measures. During the financial year ended on March 31st 2012 proper internal audit of the''Company was conducted by professionals to ensure compliances of various measures, techniques and legal formalities.

Compliance Certificate

The Company has appointed the Company Secretary for issuing Compliance Certificate for the financial year ended 31st March, 2012.

Director''s Responsibility Statement

a. Pursuant to the requirements of the provisions of the Companies Act, as amended by Companies (Amendment) Act, 2000 your directors confirm:

b. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

c. that 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 of the company for that period

d. that the Directors had taken proper and sufficient care for the maintenance of adeifuate accounting records in accordance with the provisions of the Companies Act,^ 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

e. That the Directors have prepared the annual accounts on a going concern basis.

Acknowledgement

Your Directors wish to express their gratitude for the continuous assistance and support received from -the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company.

Date; 04/09/2012 For and on behalf of Board of Directors of Place: New Delhi Mahadushi International Trade Limited

Parag Mittal Munna Kumar Director Director


Mar 31, 2011

Dear Members,

The Board of Directors are pleased to present the Annual Report of the Company for the financial yelr ended 31st March, 2011.

Financial Results

During the financial year ended on March 31st, 2011 the Company has not made any profits. The ompany did make sales and other income during the financial year of Rs. 77,160.00 (Previous year was l95,921.00(Previous year vras Profit (Loss after tax comes out to be Rs 1118,761,00) (Previous year was Rs(384,017.64|)..There is no provision for Income tax or Fringe Benefit tax as made during the year (prewous year also Nil) that Is to be adjusted. There is no amount of depreciation (previous year also Nil) and deferred tax (previous year also nil) that is to be adjusted with Profit/doss) before tax. The profit/ loss) after tax is Rs,(118,761.00) (Previous year was Rs.(384,017.64)).The amount of protit/(toss) available for appropriation is Rs.(118,761.00) after adjusting the Balance brought forward from previous year{Previous year it was Rs.(7,986,930.20)}

For the year 2010-11 For the year 2009-10 (Rupees in thousands) (Rupees in thousands)

Sales and other income 77,160.00 206.058.00

Less: Operating Expenses 195,921.00 590,075.64

Promf''(Loss) before (118.761.00) (384,017.64)

Depreciation & Tax

Less: Depredation 0.00 0.00

Profit /(Loss) before tax (118.761.00) (384,017,64)

Less: Current Tax &FBT 0.00 0.00

Profit/(Loss) after tax (118.761.00) (384,0l7.64)

Add: Deferred tax . 0.00 0.00

(118.761.00) (384,071.64)

Less: Income tax of earlier years 0.00 0.00

(118.761.00) (384.071,64)

Add: Profit/(Loss) brought forward (7,989,930.20) 7,602,912.56

Profit/(Loss) available for(8,105,691.20) (7,986.930.20) appropriation

Less: Transferred to General 0.00 0.00 Reserve

Dividend 0.00 0.00

Balance carried to Balance (8,105,691.20) (7,986,930.20)



Dividend

The Board of Directors has not declared any dividend during the Financial Year ended 31st March, 2011.

Fixed Deposits

The Company has not accepted any deposits during the financial Year.

Statutory Auditors

M/s Garg Agrawal & Agrawat, Chartered Accountants, Delhi, Auditors of the company retire at the conclusion of ensuing Annual General Meeting and being eligible for appointment offer themselves for appointment and are to be appointed as auditors of the Company. ''

Particulars of Employees

There has been a co-ordial relationship between the management and staff of the company. No employee was in receipt of remuneration in excess of Rs. 24,00,000.00 p.a. if employed for the full year or Rs.2,00,000.00 p.m. if employed for part oTthe year. Therefore, the information as per section 217(2A) of the Companies Act, 1956 read with Companies (Particuiars of employees) rules 1975 are not being given.

Auditor''s Report .

All statements stated in the Auditor''s Report are self explanatory.

Corporate Governance.

Clause 49 of the listing Agreement provides the code for corporate governance prescribed by SEBI for listed Indian Companies. Compliance of conditions of corporate governance are made by the company.

Tte Company''s principle of governance implies the strict adherence to the corporate and other admioMrative laws and practice In latte, and spirit to ensure better service to the investor and provide a transparency m the working of the company.

An Auditor of the company certifying the Company''s compliance with the requirements of Corporate - Cm::

a) Alternatives of the stock exchanges where the securWes arc listed. ''

The Delhi Stock Exchange Association Ltd., *

DSE House, 8/1 Asaf Ali Road,

New Delhi 110002

Particulars u/s.217 (1) (e)

Board of Directors

Among the board of directors to appoint in place of f McPrashan, Mishra and Mr.Pmhhnka, Prakash Chand Agarwal offer themselves for appointment as Directors of the Company.

Board Meetings

The board pf directors pf the company duly met 10 times on 30th day of april 2010 30th day of july 2010 13th day of july 2010 1st sep 2010 04th day of octoer 2010 30th day of october 2010 31st Day of January 2011, 15th Day of February 2011, and 31st day of March 2011.

Internal Audit and Compliance

the management of the company has taken proper steps for applying internal control and measures during the financial year ended on march 31st 2011 internal audit of the comapny was conducted by professionals to ensure compliances of various measures techniques and legal formalities.

Compliance Certificate

The company has appointed the Company Secretary for issuing Compliance Certificate for the hnancia, year ended 31 stMarch, 2011.

Director''s Responsibility Statement

a. Pursuant to the requirements of the provisions of the Companies Act, as amended by Companies (Amendment) Act, 2000 your directors confirm:

b. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

c. that 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 of the company for that period

d. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. .

e. That the Directors have prepared the annua) accounts on a going concern basis.

Acknowledgement

Your Directors- wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company.

For and on behalf of Board cf Directors of Mahadushi International Trade Limited

Director Director Date: 02/09/2011 Place: Wew Delhi

 
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