DUNE MERCANTILE LIMITED
Your Directors have pleasure in presenting their Annual Report of the Company togetherwith the Audited Accounts for the financial year ended on 31st March 2015 for yourperusal 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 ||62165 |
|Less : Deferred Tax Charge/ (Credit) || || |
| ||NIL ||NIL |
|Profit/(Loss) after Tax || || |
| ||580013 ||133801 |
During the year under review state of affairs of the company as compared to theprevious year. Your company earned a total income of Rs. 30914176/- (PreviousYear Rs. 6071823/-) and a net profit after tax of Rs. 580013/- ascompared to net profit after tax of 133801/- of previous year.
Your directors do not recommend any dividend for the current year.
Mrs. Surjeet Kaur is Director of the company resigned from his post as Director w.e.f17/02/2015. Board appreciates the valuable contribution and guidance provided by him.
Mr. Ankit Chandrakantbhai Patel retires by rotation and being eligible has offeredhimself for re-appointment.
During the period the Board of Directors had appointed Ms. Pooja Kumari as anAdditional Women Director (Independent) of the Company w.e.f. 1st April 2015. The Companyhas received a notice from a member proposing appointment of Ms. Pooja Kumari as anIndependent Director. The Board recommends passing of the resolution appointing PoojaKumari as an Independent Director of the Company for a period up to March 31 2020 notliable to retire by rotation
All other Directors continue to hold their office. During the year the non executivedirector has no pecuniary relation or transaction with the company.
There is no revision in financial statements or board report u/s 131 of the CompaniesAct 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 employeesare 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 employeesof the Company is Nil.
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 tohold office till the conclusion of the Annual General Meeting to be held in the calendaryear 2019 subject to ratification of his appointment by shareholders in ensuring AnnualGeneral Meeting of the Company.
The observations of the Auditors in their Report and Notes Attached to the Accounts tothe Accounts are Self-Explanatory and do not require any Further Clarifications.
Conservation of Energy Research and Development Technology Absorption ForeignExchange Earnings and Outgo:
Particulars with respect to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act2013 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 thisreport.
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of M/s. A Santoki & Associates Company Secretary PCScertificate Ahmedabad to conduct the Secretarial Audit of the Company for the financialyear 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 2013 company has not made appointment of woman Director. ||As it is the new provision under Companies Act 2013 all listed companies shall appoint atleast 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 April2015. |
Board Meetings held during the year:
During the year 8 meetings of the Board of Directors were held. The details of themeetings 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 andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
In the preparation of the annual financial statements for the year ended March 312015 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures.
For the financial year ended March 31 2015 such accounting policies as mentioned inthe Notes to the financial statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company and of the Profit and Loss of the Company forthe year ended March 31 2015.
That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
The annual financial statements have been prepared on a going concern basis.
That proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and were operating effectively.
That proper systems to ensure compliance with the provisions of all applicable lawswere 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 Managementof the Company. Board Members and Senior Management Personnel have affirmed Compliancewith the Code for the period 2014-15. A separate declaration to this effect is made out inthe Corporate Governance Report.
The Company has adopted code of practices and procedures for fair disclosures ofunpublished price sensitive in information and code of conduct as required underRegulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading)Regulations 2015.
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 thecompany regarding compliance of conditions of Corporate Governance as stipulated underclause 49 of the Listing Agreement together with the Management Discussion and Analysis ofthe financial position of the company forms part of the Annual Report.
Particulars of loans guarantees or investments under Section 186 of the Companies Act2013:
During the year ended 31st March 2015 company has not given any Loans Guaranteesand/or made any Investments covered under the provisions of Section 186 of the CompaniesAct 2013.
Related Party Transactions:
During the year ended 31st March 2015 company has not entered into any Contractsand/or arrangements with related parties covered under section 188 of the Companies Act2013.
Material Changes and Commitments:
There are no any material changes and commitments made between the financial years thataffect the financial position of the company.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. 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 andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis. The development and implementation of risk management policy has beencovered 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 Harassmentof Women at workplace. During the year under review the Company has not received anycomplaints under the policy.
Corporate Social Responsibility:
Company was not required to formulate policy on Corporate Social Responsibility as yourcompany 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 undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013 and clause 49 of the ListingAgreement.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Risk Management and Stakeholder Committees. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance 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 theBoard of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the samewas hosted on the website of the Company. This Policy inter-alia provides a direct accessto the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee has been denied access to theChairman 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.
During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V Acceptance of Deposits by Companies of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
Significant and Material Orders Passed by the Regulators or Courts or Tribunalsimpacting the Going Concern status of the Company: There are no significant andmaterial orders passed by the Regulators or Courts or Tribunals which would impact thegoing concern status of the Company.
The directors thank the Companys employees customers vendors investors andacademic institutions for their continuous support. The directors also thank thegovernment of various countries government of India the governments of various states inIndia and concerned government departments / agencies for their co-operation.
The directors appreciate and value the contributions made by every member of the dunemercantile Limited.
|DATE : 20.05.2015 ||FOR AND ON BEHALF OF THE BOARD |
|PLACE: Ludhiana || |
| ||Sd/- |
| ||ANKIT PATEL (DIN : 06777684) |
| ||(Managing Director) |
Conservation of energy technology absorption and Foreign exchange earnings and outgo
[Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of The Companies(Accounts) Rules 2014]
(A) CONSERVATION OF ENERGY:
(i) The steps taken or impact on conservation of energy : It mainly includes selectionand installation of energy efficient equipments and energy saving devices.
(ii) The steps taken by the company for utilizing alternate sources of energy : None
(iii) The capital investment on energy conservation equipments : Nil
(B) TECHNOLOGY ABSORPTION:
(i) The efforts made towards technology absorption : None
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution : N.A.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-
(a) The details of technology imported : None
(b) The year of import : N.A.
(c) Whether the technology been fully absorbed : N.A.
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof : N.A.
(iv) The expenditure incurred on Research and Development : Nil
(C) FOREIGN EXCHANGE EARNINGS & OUTGO:
Foreign Exchange Earnings : Rs. Nil
Foreign Exchange Outgoes : Rs. Nil
|DATE : 20.05.2015 ||FOR AND ON BEHALF OF THE BOARD |
|PLACE: Ludhiana ||Sd/- |
| ||Ankit Patel (DIN : 06777684) |
| ||(Managing Director) |