Directors Report of Dune Mercantile Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March, 2015 for your perusal, consideration and adoption.

State of Affairs of the Company:

(Amount in Rs. )

Particulars Current Year Previous year 2014-15 2013-14

Sales 28613021 5959084

other Income 2301155 112739 Less: Expenditure 30086663 5875857

Profit Before Exceptional, Extraordinary Items & Taxation 827513 195966

Exceptional Items NIL NIL

Extra Ordinary Items NIL NIL

Profit/(Loss) before Taxation 827513 195966

Less : Current Tax 247500 62,165

Less : Deferred Tax Charge/ (Credit) NIL NIL

Profit/(Loss) after Tax 580013 133801

Company's Performance:

During the year under review, state of affairs of the company as compared to the previous year. Your company earned a total income of Rs. 3,09,14,176/- (Previous Year Rs. 60,71,823/-) and a net profit after tax of Rs. 5,80,013/- as compared to net profit after tax of 1,33,801/- of previous year.

Dividend:

Your directors do not recommend any dividend for the current year.

Director:

Mrs. Surjeet Kaur is Director of the company resigned from his post as Director w.e.f 17/02/2015. Board appreciates the valuable contribution and guidance provided by him. Mr. Ankit Chandrakantbhai Patel retires by rotation and being eligible has offered himself for re-appointment.

During the period the Board of Directors had appointed Ms. Pooja Kumari as an Additional Women Director (Independent) of the Company w.e.f. 1st April, 2015. The Company has received a notice from a member proposing appointment of Ms. Pooja Kumari as an Independent Director. The Board recommends passing of the resolution appointing Pooja Kumari as an Independent Director of the Company for a period up to March 31, 2020, not liable to retire by rotation All other Directors continue to hold their office. During the year, the non executive director has no pecuniary relation or transaction with the company.

Financial Year:

There is no revision in financial statements or board report u/s 131 of the Companies Act 2013 made by the company.

Particulars of the employees:

In terms of provisions of Section 197 read with Rule, 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are receiving remuneration as mentioned in the said section.

The information required pursuant to Section 197 read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is Nil.

Statutory Auditors:

At the Annual General Meeting held on September 30, 2015, M/s Hemant C.Parikh & Co., Chartered Accountants, has been appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2019 subject to ratification of his appointment by shareholders in ensuring Annual General Meeting of the Company.

Auditors' Report:

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013, read with the Rule, 8 (3) of the Companies (Accounts) Rules, 2014, are given in the "Annexure-I" attached hereto and forms part of this Report.

Extract of Annual General Meeting:

As provided under Section 92(3) of the Act, the extract of annual return is given in "Annexure II. in the prescribed Form MGT-9, which forms part of this report.

Secretarial Audit:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. A Santoki & Associates, Company Secretary, PCS certificate Ahmedabad to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is attached as "Annexure-III. to this Report.

Explanation on qualification adverse remark made in Secretarial Audit Report:

Qualification/ Adverse Remark Explanation

As per Section-149 of Companies Act, As it is the new provision under Companies 2013, company has not made Act, 2013, all listed companies shall appoint appointment of woman Director. at least one woman director into the Board, and the same shall be complied within one year from 1st April 2014. However Company was not able to get a fit and proper candidate for the same post. The Company did made sufficient attempts to appoint Woman Director and made appointment w.e.f 1st April,2015.

Board Meetings held during the year:

During the year 8 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is part of this Report.

Directors' Responsibility Statement:

- To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

- In the preparation of the annual financial statements for the year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

- For the financial year ended March 31, 2015, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended March 31, 2015.

- That proper and sufficient care has been taken 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.

- The annual financial statements have been prepared on a going concern basis.

- That proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

- That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Code of Conduct:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. Board Members and Senior Management Personnel have affirmed Compliance with the Code for the period 2014-15. A separate declaration to this effect is made out in the Corporate Governance Report.

The Company has adopted code of practices and procedures for fair disclosures of unpublished price sensitive in information and code of conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Listing:

The shares of the Company are listed on Ludhiana Stock Exchange Limited (LSE).

Corporate Governance & Management Discussion & Analysis:

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013:

During the year ended 31st March, 2015, company has not given any Loans, Guarantees and/or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

Related Party Transactions:

During the year ended 31st March, 2015, company has not entered into any Contracts and/or arrangements with related parties covered under section 188 of the Companies Act, 2013.

Material Changes and Commitments:

There are no any material changes and commitments made between the financial years that affect the financial position of the company.

Remuneration Policy:

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. The Remuneration Policy is stated in the Corporate Governance Report.

Risk Management Policy:

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

Policy on Prevention of Sexual Harassment:

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaints under the policy.

Corporate Social Responsibility:

Company was not required to formulate policy on Corporate Social Responsibility as your company is not falling with the provisions of Section 135 of Companies Act, 2013.

Declaration by independent directors:

The company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Risk Management and Stakeholder Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Vigil Mechanism/ Whistle Blower Policy:

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

Brief details about the policy are provided on the Web site of the Company www. dunemercantile.co.in Details of Subsidiary/Joint Ventures/Associates:

Company has not any subsidiary company/Joint Ventures/Associates.

Fixed Deposits:

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Acknowledgement:

The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation.

The directors appreciate and value the contributions made by every member of the dune mercantile Limited.

DATE : 20.05.2015 FOR AND ON BEHALF OF THE BOARD PLACE: Ludhiana

Sd/-

ANKIT PATEL

(DIN : 06777684)

(Managing Director)

---

Mar 31, 2014

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

FINANCIAL RESULTS :

(Amount in Rs.)

Particulars 2013-14 2012-13

Total Income 6,071,823 1,129,456

Total Expenditure 5,875,857 821,745

Profit / Loss before Tax 195,966 307,711

Provision for Taxation 62,165 101,545 Profit / Loss After Tax 133,801 206,166

DIVIDEND :

Your Directors do not recommend the dividend for the financial year ended 31.03.2014.

DIRECTORS :

Mrs. Surjeet Kaur Director of the Company is retiring by rotation and being eligible, offer herself for reappointment. Board recommends his reappointment. All other Directors Continue to hold their office.

Mr. Suresh Jumarlal Sharma and Mr. Shantilal Sankhla, directors of the Company, are being appointed as independent directors for five consecutive years for a term upto March 31, 2019 as per provisions of Section 149 and other applicable provisions of the Companies Act 2013.

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re- appointment are mentioned in the explanatory statement of the notice. Your directors commend their appointment / re-appointment.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1) (g) of the Companies Act, 1956.

FIXED DEPOSITS :

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under.

AUDITORS :

M/s Hemant C. Parikh & Co., Auditors of the Company retire at this Annual General Meeting and being eligible, are recommended for reappointment.

AUDITOR'S REPORT :

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

LISTING :

Equity Shares of the company are listed on the Ludhiana Stock Exchange Limited and Company has also made application for Direct Listing on BSE Ltd.

CORPORATE GOVERNANCE :

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report is attached herewith and forms part of the Director Report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

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

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 31st March, 2014 being end of the financial year 2013-2014.

that the Directors have taken proper and sufficient care for 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE:

In compliance of the provision of section 383 A of the companies Act, 1956 the board is pleased to enclosed the secretarial compliance report of Practicing Company Secretaries for the year 2013- 2014 as part of this Directors report.

PARTICULARS OF THE EMPLOYEES :

Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 apply and so, forming part of the report is nil.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Additional information required under Section 217(1)(e) of the Companies Act,1956 relating to Conservation of energy, technology absorption are not applicable to the Company. The Company has no any Foreign exchange earnings or outgoes.

ACKNOWLEDGMENT :

Your Director wish to thank the Shareholders of the Company for their continuous support and faith in the Management.

DATE : 15.05.2014 BY ORDER OF THE BOARD OF DIRECTORS

PLACE : LUDHIANA

Sd/- Sd/- Sd/-

Ankit Patel Suresh Sharma Shanti Lal Sankhla

Managing Director Director Director DIN: 06777684 DIN: 06777686 DIN: 02925622

---

Mar 31, 2013

The Directors' present the Annual report on the business and operations of your Company for the year 2012-13.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2013 31.03.2012 (Amt in Rs.) (Amt in Rs.)

Gross Sales/Income 1,129,456 504,395

Less Depreciation ------- -------

Profit/(Loss) before Tax 307,711 54,356

Taxes/Deferred Taxes 101,545 17,937

Profit/(Loss) After Taxes 206,166 36,419 P& L Balance b/f (306,726) (343,145)

Profit/ (Loss) carried to Balance Sheet (100,560) (306,726)

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of ceiling prescribed under provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 as amended from time to time. Hence no information is required to be appended to this report in this regard.

DIRECTORS:

Mr. Navinder Singh Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. Hemant Parikh & Co., Chartered Accountants, Ahmedabad Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Amritsar Stock Exchange.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director

Date: 29/05/2013

Place: Amritsar

Sd/- Sd/-

Director Director

---

Mar 31, 2012

The Directors' present the Annual report on the business and operations of your Company for the year 2011-12.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2012 31.03.2011 (Amt in Rs.) (Amt in Rs.) Gross Sales/Income 504,395 ------

Less Depreciation ------- ------

Profit/(Loss) before Tax 54,356 ------

Taxes/Deferred Taxes ------- ------

Profit/(Loss) After Taxes 54,356 ------

P& L Balance b/f (343,145) (343,145)

Profit/ (Loss) carried to Balance Sheet (288,789) (343,145)

PARTICULARS OF EMPLOYEES:

There are no employees drawing the remuneration in excess of ceiling prescribed under provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956 as amended from time to time. Hence no information is required to be appended to this report in this regard.

DIRECTORS:

Mr. Paramjit Singh Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

A comprehensive report on corporate governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

The Company has obtained a certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and the same is annexed at the end of Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. Hemant Parikh & Co., Chartered Accountants, Ahmedabad Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1- B) of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Amritsar Stock Exchange.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director

Date: 24/07/2012

Place: Amritsar

Sd/- Sd/-

Director Director

---

Mar 31, 2011

The director have aliasing in submitting their annual report and the annual accounts for the year ended 31st March 2011.

WORKING RESULTS

The Company has not worked during the year.

INFORMATION UNDER SECTION 217<2A> OF THE COMPLAINCE ACT,1956

N/A

DIRECTOR RESPONSIBILITY STATEMENT

As required under section 217 12AA) which was included by the Companies (Amendment) Act. Act, 2000 director's confirm that:-

(i) In the preparation. of the annual the applicable accounting standards have been followed.

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of affairs of the balance sheet of the company as on 31st March,2011 and of the profit & Loss Account of the company for the year ended 31st March,2011.

(iii) The Director have taker proper and sufficient care for the maintenance of adequate accosting records in accordance with the provisions of the companies Act, 1956 the Company and for preventing and dejecting fraud and other irregularities.

(iv) The Director have prepared the annual recounts on a going concern lasses.

APPOINTMENT OF AUDITORS

M/S K.B Sood & Associates Chartered Accountants the statutory Auditors of the company retire at the conclusion of this Annual General Meeting being eligible they have no objection for being reappointed as Statutory Auditor of the company to hold office till the conclusion of next Annual General Meeting You are requested to consider their reappointment and to fix their remuneration.

COMPLIANCE REPORT

Compliance report submitted by M/S R.P.S. Khurana & Associate Companies Secretary for the year ending 31st March,2011 is adopted.

Conservation of energy and technology observation

N/A

FOREIGN EXCHANGE EARNINGS AND OUT GO

There are no foreign exchange earnings and out go during the year.

GENERAL

The company has not accepted any deposit from public during the year under consideration.

Place : Chandigarh Navind Singh

Dated : 04/07/2011 (Director)