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
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
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
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
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
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