You are here » Home » Companies » Company Overview » Dwitiya Trading Ltd

Dwitiya Trading Ltd.

BSE: 538608 Sector: Financials
NSE: N.A. ISIN Code: INE222P01028
BSE LIVE 11:16 | 18 Jul Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 255.75
PREVIOUS CLOSE 269.20
VOLUME 10
52-Week high 323.00
52-Week low 231.95
P/E 12787.50
Mkt Cap.(Rs cr) 641
Buy Price 0.00
Buy Qty 0.00
Sell Price 255.75
Sell Qty 10.00
OPEN 255.75
CLOSE 269.20
VOLUME 10
52-Week high 323.00
52-Week low 231.95
P/E 12787.50
Mkt Cap.(Rs cr) 641
Buy Price 0.00
Buy Qty 0.00
Sell Price 255.75
Sell Qty 10.00

Dwitiya Trading Ltd. (DWITIYATRADING) - Director Report

Company director report

Dear Members

Directors of the Company are pleased to present the 38th Annual Report forthe financial year ended March 31 2016.

1. Financial Summary or Highlights

The highlights of the financial performance of the Company for the financial year endedMarch 31 2016 as compared to the previous financial year are as under:- 31 2016 ascompared to the previous financial year are as under:-

(Rs. in lacs)
Particulars Standalone
2015-16 2014-15
Total Revenue 82.29 73.78
(Less):Total Expenditure 81.20 70.09
Profit before Exceptional & Extraordinary Items 1.09 3.69
Add/(Less): Extraordinary Items (Loss on Sale of Fixed Assets) - -
Profit Before Tax 1.09 3.69
(Less): Provision for Current Tax 0.34 1.14
(Less): Deferred Tax - 0.10
Net Profit after Tax 0.75 2.44
Add/(Less): Brought forward from previous year 27.18 24.74
Balance carried to Balance Sheet 27.93 27.18

2. Performance

a. Annual Financial Results

During the financial year under review the Company recorded Rs. 82.29 lacs totalrevenue as compared to Rs. 73.78 lacs in previous year which reflects 11.53% increase intotal revenue generation. Whereas due to increase in expenditure borne by the Companyduring the reporting financial year it recorded low profit before tax. The profit beforetax during the year was Rs. 1.09 lacs as compared to Rs. 3.69 lacs previous year.

The profit after tax during financial year under review is Rs. 0.75 lacs as against Rs.2.44 lacs in the previous year.

b. Names of Companies which have become or ceased to be the Company’s

Subsidiaries Joint Ventures or Associate Companies during the year under review

The Company does not have any subsidiaries and associate companies (as defined inSection 2(6) of the Act) nor is associated with any joint ventures and thereforedisclosure requirement pursuant to Rule 8 of the Companies (Accounts) Rules 2014 is notapplicable for the Company.

3. Dividend

4. The amount proposed to be carried to reserves

No amount have been transferred in any reserves during the year under review

5. Change in Share Capital

During the year under review there has been no change in the Authorised or Paid-upShare Capital of the Company. The Authorised Share Capital of the Company stands at Rs.50500000/- divided into 5050000 Equity Shares of Rs. 10 each. The Paid-up ShareCapital of the Company is Rs. 50100000/- divided into 5010000 Equity Shares of Rs.10/- each.

6. Listing

The Company’s shares are listed in the Calcutta Stock Exchange Limited and the BSELimited. Further the Company is suspended from trading in securities in the BSE Ltd.w.e.f August 27 2015 under surveillance measure. The Company has dully submitted all therequired documents/information to BSE Ltd. for revocation of its suspension.

7. Corporate Governance Report

Your Company has been complying with all the requirements of the code of CorporateGovernance as specified by SEBI.

A separate report on Corporate Governance is furnished as a part of the Directors’Report and the certificate from a Practicing Chartered Accountant regarding compliance ofcondition of Corporate Governance is annexed to the said Report.

8. Extract of the Annual Return

The Extract of the Annual Return as on the financial year ended on March 31 2016 inForm MGT-9 pursuant to section 92(3) of the Companies Act 2013 (hereinafter referred toas the "Act") and Rule 12(1) of the Companies (Management and Administration)Rules 2014 is appended to the Directors’ Report in Annexure 1.

9. Number of Meetings of the Board

The Board of Directors of the Company met Seven (7) times during the Financial Yearunder review i.e. on : 14/05/2015 30/05/2015 11/06/2015 13/08/2015 14/11/201510/02/2016 and 30/03/2016.

Further one exclusive meeting of the Independent Directors pursuant to Schedule IV ofthe Companies Act 2013 and sub-regulation 3 of Regulation 25 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "the Listing Regulations") was held on30/03/2016.

The Meetings were held in accordance with the provisions of the Act and the ListingRegulations 2015.

The details of the Meetings of the Board of Directors during the Financial Year 2015-16is encompassed in the Corporate Governance Report which is annexed to the said Report.

10. Disclosure pursuant to Section 177(8) of the Companies Act 2013-Composition of theAudit Committee

The Audit Committee of the Company comprises of four Non-Executive IndependentDirectors and one executive non Independent Managing Director as on March 31 2016. TheCommittee is chaired by a Non-Executive Independent Director Mr. Lokesh Pasari.

The details of the same are morefully provided in the Corporate Governance Report.

During the Financial Year under review the Committee met Four (4) times and all suchmeetings were held in accordance with the provisions of the Act Clause 49 of theerstwhile Listing Agreement and the Listing Regulations.

Further the Board of Directors has accepted all the recommendations of the AuditCommittee in the Financial Year 2015-16.

11. Composition of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of fourNon-Executive Independent Directors as on March 31 2016. The Committee is chaired by aNon-Executive Independent Director Mr. Lokesh Pasari.

The details of the Committee are provided in the Corporate Governance Report.

12. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises of three Non-ExecutiveIndependent Directors as on March 31 2016.The Committee is under the Chairpersonship ofMr. Lokesh Pasari Non-Executive Independent Director.

The details of the Committee is provided in the Corporate Governance Report.

13. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134 (3) (c) read with section 134 (5) of the Actthe Directors hereby confirm and state that:

a. In the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with the proper explanation relating to material departures if any.

b. The Directors have selected such accounting policies and have applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on the Financial Yearended on March 31 2016 and of the profit of the company for the year under review.

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

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

e. The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

14. Declaration by the Independent Directors

Section 149(7) of the Act requires every independent director to give a declarationthat he/she meets the criteria of Independence at the first Board Meeting of everyfinancial year.

Accordingly the Company has taken on record the Statement of Declaration ofIndependence as submitted by all the Independent Directors.

15. Policy on Directors’ Appointment & Remuneration

Pursuant to the provisions of Section 178(4) of the Act read with the Rules madethereunder and Clause 49 of the erstwhile Listing Agreement the Nomination andRemuneration Committee has formulated the criteria for determining qualificationspositive attributes and independence of a director and has further formulated a policyrelating to the remuneration for directors key managerial personnel and other employeeswhich has been duly approved by the Board of Directors.

While formulating the Policy the Nomination and Remuneration Committee has assuredthat:

a. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully;

b. The relationship of remuneration to performance is clear and meets appropriatebenchmarks; and

c. The remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

The details of the same have been provided in the Corporate Governance Report for theFinancial Year 2015-16.

The Nomination and Remuneration Policy is reproduced in Annexure 2.

16. Auditors & Auditors’ report

a. Statutory Auditors

The appointment of M/s Arun Jain & Associates (Firm Registration No. 325867E)Chartered Accountants of Chartered Accountants of 2B Grant Lane 2nd FloorRoom No-74 Kolkata 700012 is subject to ratification by the members at the ensuingAnnual General Meeting.

In this connection M/s Arun Jain & Associates have furnished a Certificate ofEligibility pursuant to Section 141 of the Act read with the Rules framed thereunder.

Based on the recommendation of the Audit Committee the Board of Directors recommendstheir ratification to the shareholders.

b. Independent Auditors’ Report

The Self Explanatory Independent Auditors’ Report does not contain any adverseremarks or qualification.

c. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Rules madethereunder Mr. Rohit Singhi (C.P. No. 16021 Membership No. A43484) Company Secretary inwhole-time Practice was appointed for the issuance of the Secretarial Audit Report forthe Financial Year ended 31st March 2016.

d. Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors’ Report in Annexure3. The Report of the Secretarial Audit Report does not contain any adverse remarksave and except the followings:-

1. There was delay in filing e-form INC-22 regarding shifting of registeredoffice and e-form DIR-12 regarding appointment of Chief Financial Officer.

2. The Company is suspended from trading in securities in the BSE Ltd. w.e.f August27 2015 under surveillance measure.

17. Particulars of Loans guarantees or investments under section 186

Details of Loans Investments covered under the provisions of Section 186 of theCompanies Act 2013 are given in the notes to the Financial Statements.

18. Particulars of contracts or arrangements with related parties referred to insubsection (1) of section 188 in the prescribed form

All related party transactions contracts or arrangements that were entered intoduring the financial year under review were on an arms-length basis and in the ordinarycourse of business.

The Company has adhered to its "Policy on Related Party Transactions andMateriality of Related Party Transactions" while perusing all Related Partytransactions. The policy on Related Party Transactions as approved by the Board isuploaded on the Company’s website.

During the year under review the Company has not entered into any material relatedparty transaction as defined in Clause 49 of the erstwhile Listing Agreement and/orsection 188 of the Companies Act 2013 and/or Regulation 23 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015. AllRelated Party Transactions were placed before the Audit Committee and the Board forapproval. Accordingly no transactions are being reported in Form No. AOC-2 in terms ofSection 134 of the Act read with the Rules made thereunder.

19. State of Company Affairs & Future Outlook

The Company is into trading business. Further the Company in the reporting yeardiversified its mode of marketing by using the E-business model and introducing an onlineportal www.bagyourdeals.com to sustain in the growing and emerging economy of India.During the financial year under review the Company recorded Rs. 82.29 lacs total revenueas compared to Rs. 73.78 lacs in previous year which reflects 11.53% increase in totalrevenue generation. Whereas due to increase in expenditure borne by the Companyspecifically increase in remuneration paid to the KMPs of the Company during thereporting financial year it recorded low profit before tax. The profit before tax duringthe year was Rs. 1.09 lacs as compared to Rs. 3.69 lacs previous year.

The Company has shown consistent increase in the revenue generation and is making alldue efforts in achieving its business objectives in the most efficient manner.

20. Material Changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No Material Changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this Directors’ Report.

21. Disclosure in terms of Rule 8(3) of the Companies(Accounts) Rules 2014 regardingConservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo

In terms of Section 134 (3) (m) of the Act read with the Rules made there under theCompany has no activity relating to Conservation of Energy Technology Absorption.

Further during the year there was no Foreign Exchange Earnings And Outgo.

Therefore the Company is not required to make any disclosure as specified in Section134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014.

22. Risk Management Policy

In terms of Clause 49 of the erstwhile Listing Agreement and in compliance withSection 134(3)(n) of the Act the Company has a Risk Management Policy which provides forthe identification therein of elements of risk which in the opinion of the Board maythreaten the existence of the Company.

Pursuant to Schedule IV(II)(4) of the Act the Independent Directors inter-aliaamongst others review the system from time to time to ensure that Risk Management isrobust and satisfactory.

Further in terms of Regulation 17(9)(b) of Listing Regulations and Clause49(I)(D)(2)(a) of the erstwhile Listing Agreement the Board of Directors is responsiblefor framing implementing and monitoring the Risk Management Plan of the Company and hashave delegated the power of monitoring and reviewing of the risk management plan to theRisk Management Committee.

The Risk Management Committee is responsible for laying down procedures to inform theBoard’s members about the risk assessment and minimization procedures. This isdescribed morefully in the Corporate Governance Report.

23. Policy on Corporate Social Responsibility (CSR) Initiatives

Pursuant to provisions of Section 135 of the Act the Company is not required toconstitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore the Company is not required to make any disclosure as specified in Section134(3) (o) of the Act.

24. Manner of formal annual evaluation by the Board of its own performance and that ofits committees and individual directors.

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies(Accounts) Rules 2014 other applicable provisions of the Act and various applicableclauses of the Listing Regulations and the erstwhile Listing Agreement the disclosureregarding the manner of formal annual evaluation by the Board of its own performance andthat of its various committees and individual directors is provided hereto:

a. Evaluation Criteria

Pursuant to Part D of Schedule II of the Listing Regulations the Nomination andRemuneration Committee has formulated the criteria for evaluation of the performance ofthe Independent Directors and the Board. The Nomination and Remuneration Committee alsoidentifies persons qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down and recommends to the Board theirappointment and removal and carries out the evaluation of every director’sperformance in accordance with Section 178(2) of the Act read with the Rules framed thereunder and Part D of Schedule II of the Listing Regulations.

The Board shall monitor & review the Board Evaluation Framework and evaluate theperformance of all the Board Committees.

Further pursuant to Clause 49(IV)(B)(1) of the erstwhile Listing Agreement theNomination and Remuneration Committee has formulated criteria for determiningqualifications positive attributes and independence of a director and recommended to theBoard a policy relating to the remuneration of the directors key managerial personneland other employees. The details of the same are morefully described in the CorporateGovernance Report.

Further the Nomination and Remuneration Committee has also devised a Policy on BoardDiversity as provided in Clause 49(IV)(B)(3) of the erstwhile Listing Agreement.

b. Performance Evaluation of the individual directors

Pursuant to section 178(2) of the Act the Nomination and Remuneration Committee of theCompany carries out the performance evaluation of the individual directors.

c. Board of Directors

A separate meeting of the Independent Directors of the Company was held on 30/03/2016pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the ListingRegulations for transacting the following businesses as setforth in the Agenda:

1. Review the performance of the non-Independent Directors and the Board as a whole.

2. Review the performance of the Chairman of the Company taking into account the viewsof the executive directors and Non-Executive directors.

3. Assessment of the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The same was perused in accordance with the Evaluation criteria determined by theNomination and Remuneration Committee.

The Independent Directors of the Company in fulfilling their role and functions asspecified in Clause II of Schedule IV to the Act help in bringing an objective view inthe evaluation of the performance of the Board and management.

The Independent Directors expressed satisfaction over the performance of all thenon-Independent Directors and the Chairman.

d. Performance Evaluation of the Independent Directors

Pursuant to Clause VIII of Schedule IV to the Act and Regulation 19 of the ListingRegulations read with Part D of Schedule II thereto the performance evaluation of theIndependent Directors is perused by the entire Board of Directors excluding the directorbeing evaluated.

On the basis of the report of performance evaluation the extension of the term ofappointment or its continuance in respect of the Independent Directors is beingconsidered.

e. Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees based onthe

Company’s Performance Evaluation Policy.

25. Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors have adopted a Nomination and Remuneration Policy in terms of Section 178 of theAct read with Rules made thereunder and Clause 49(IV)(B) of the erstwhile ListingAgreement.

The Nomination and Remuneration Policy is reproduced in Annexure 2 andthe shareholders may also visit the Company’s website viz; www. dwitiyatrading.comfor the detailed Nomination and Remuneration Policy of the Company.

26. Change in the nature business

There has been no change in the nature of business of the Company in the Financial Yearunder review.

27. Directors & Key Managerial Personnel

a. Executive Non-Executive & Independent Directors

The Board of Director of the Company comprises of One Executive Director and fourNon-Executive Independent Directors. Mr. Rabi Jalan (DIN: 07001695) Executive Director ofthe Company retires at the ensuing Annual General Meeting and being eligible offershimself for reappointment as the Director of the Company. Further the Non-ExecutiveIndependent Directors of the Company are appointed as non-retiring Independent Directorsof the Company in last Annual General Meeting in accordance with Section 149 of theCompanies Act 2013 to hold office till the conclusion of 42nd AGM i.e. forthe tenure of 5 years or till such earlier date to conform with the policy on retirementand as may be determined by any applicable statutes rules regulations or guidelines.

b. Chief Financial Officer.

Mr. Manish Damani holds office as the Chief Financial Officer of the Company.

c. Company Secretary.

Mr. Minakshi Banthia was appointed as the Company Secretary of the Company with effectfrom May 30 2015.

28. Details relating to deposits covered under Chapter V of the Act:

The Company has not accepted any deposits during the financial year under review. Nopublic deposits are outstanding or held by the Company as on March 31 2016.

29. Details of deposits which are not in compliance with the requirements of Chapter Vof the Act.

Since the Company has neither accepted any deposits during the financial year underreview nor has any outstanding deposits as on March 31 2016 therefore there are nodisclosures as specified in Rule 8(5)(vi) of the Companies (Accounts) Rules 2014 fornon-compliance with the requirements of Chapter V of the Act.

30. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company’s future operations:

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and the Company’s future operations.

31. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Audit Committee of the Company ensures that there is a direct relationship betweenthe Company’s objectives and the internal financial controls it implements to providereasonable assurance about their achievement.

In this connection the Audit Committee in coordination with the Internal AuditDepartment periodically reviews the following:

a. Transactions are executed in accordance with the management’s general orspecific authorization;

b. All transactions are promptly recorded in the correct amount in the appropriateaccounts and in the accounting period in which they are executed so as to permitpreparation of financial information within a framework of recognized accounting policiesand practices and relevant statutory requirements if any

c. Accountability of assets is adequately maintained and assets are safeguarded fromunauthorized access use or disposition

There is a proper allocation of functional responsibilities within the Company and itis ensured that the quality of personnel commensurate with their responsibilities andduties. Further proper accounting and operating procedures are followed to confirm theaccuracy and reliability of accounting data efficiency in operation and safety of theassets. The regular review of work of one individual by another minimizes the possibilityof fraud or error in the absence of collusion.

32. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 :

The Company has no employee whose remuneration exceeds the limit prescribed underSection 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

The disclosure pursuant to Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided herein below:

In computing the various parameters Gross Salary has been considered. Gross Salary ofthe employees primarily encompasses Salary allowances and perquisites. Further whilecalculating the median those remunerations were included which were given throughout theyear and the remuneration which were only for part of the year were excluded whilecomparing.

I. Ratio of Remuneration of each director to the median remuneration of the employeesof the company for the financial year.

Directors Ratio of Remuneration to Median Remuneration
Mr. Rabi Jalan 1.54
- Managing Director
Mr. Lokesh Pasari - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Mr. Ashutosh Dey - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Mr. Chandra Dutta Sharma - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Ms. Bandana Mishra - No remuneration or sitting fees was paid
- Non-Executive Independent Director

II. The percentage increase in the remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear.

Directors Chief Executive Officer % increase in remuneration in the
Chief Financial Officer and Company Secretary Financial Year
Mr. Rabi Jalan - No increase in remuneration
- Managing Director
Mr. Lokesh Pasari - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Mr. Ashutosh Dey - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Mr. Chandra Dutta Sharma - No remuneration or sitting fees was paid
-Non-Executive Independent Director
Ms. Bandana Mishra - No remuneration or sitting fees was paid
- Non-Executive Independent Director - No increase in remuneration
Mr. Manish Damani
Ms. Minakshi Banthia -Company Secretary w.e.f. May 30 2015 Since this information is for part of the year the same is not comparable.

III. The percentage increase in the median remuneration of the employees in thefinancial year.

Since there was no median remuneration in F.Y. 2014-15 the Company is not required toprovide the aforesaid disclosure.

IV. The number of permanent employees on the rolls of the company.

As on March 31 2016 there are 5 Employees on the rolls of the Company.

V. The explanation on the relationship between average increase in remuneration andcompany performance.

In order to ensure that remuneration reflects Company performance the performance payis also linked to organization performance apart from an individual’s performance.

VI. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company.

Comparitive Parameter Amount (in Rs. )
Aggregate remuneration of Key Managerial Personnel (KMP) in the Financial Year 2015-16.* 440000
Total Revenue 8228621
Remuneration of KMP’s as a percentage of Total Revenue 5.35%
Profit before tax 108497
Remuneration of KMP’s as a percentage of Profit before Tax 405.54%
Profit after tax 74971
Remuneration of KMP’s as a percentage of Profit after Tax 586.89%

*includes remuneration which was given from part of the reporting year.

VII. Variations in :

A. The market capitalisation of the Company price earnings ratio as at the closingdate of the current financial year and previous financial year.

Particulars March 31 2016 March 31 2015 % Change
Rs. 6516757500-BSE Rs. 4889760000-BSE
Market Capitalisation (Equity Shares were not traded in CSE Platform in F.Y. 15-16.) (Equity Shares were not traded in CSE Platform in F.Y. 14-15.) 33.27%
130075-BSE 19520-BSE
Price Earnings Ratio (Equity Shares were not traded in CSE Platform in F.Y. 15-16.) (Equity Shares were not traded in CSE Platform in F.Y. 14-15.) 566.37%

B. Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the Company came out with the last publicoffer.

Particulars March 31 2016 IPO % Change
Market Price 1300.75 The Company has not made any Public Issue or Rights issue of securities in the last 15 years so comparison have not been made of current share price with public offer price. N.A.

VIII.A. Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year.

There were no exceptional circumstances or increase for managerial personnel in thelast financial year. The percentile increase process and policy was same for themanagerial personnel and all the other employees.

IX. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company.

Rs.
Comparative Rabi Jalan Manish Damani Minakshi Banthia
Parameter -Managing Director - Chief Financial Officer - Company Secretary
Remuneration of the
Key Managerial
120000 100000 220000
Personnel (KMP) in the
Financial Year 2015-16.
Total Revenue 8228621
Remuneration of KMP’s as a percentage of Total 1.46% 1.22% 2.67%
Revenue
Profit before tax 108497
Remuneration of KMP’s as a percentage of Profit before Tax 110.60% 92.17% 202.77%
Profit after tax 74971
Remuneration of KMP’s as a percentage of Profit after Tax 160.06% 133.38% 293.44%

X. The key parameters for any variable component of remuneration availed by thedirectors.

Any variable component of remuneration payable to the Directors is based on theparameters as approved by the Board of Directors on the basis of the recommendation ofthe Nomination and Remuneration Committee. The said parameters are set considering theprovisions of applicable regulations and Nomination & Remuneration Policy of theCompany.

XI. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year.

Name of the Employees Ratio of the remuneration of the highest paid director to that of the employees
Minakshi Banthia 0.55

XII. Affirmation that the remuneration is as per the remuneration policy of thecompany.

The Board of Directors hereby affirms that the remuneration paid to all directors KeyManagerial Personnel is in accordance with the Nomination and Remuneration Policy of theCompany.

33. Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide avigilance mechanism for the directors and employees of the Company to raise concern of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc. The purpose of this Policy is to encourage theCompany’s directors and employees who have concerns about suspected misconduct tocome forward and express these concerns without fear of punishment or unfair treatment.

No personnel have been denied access to the Audit Committee. There were no instances ofreporting under the Whistle Blower Policy.

The details of the Vigil Mechanism/Whistle Blower Policy is explained in the CorporateGovernance Report and also disclosed on the website of the Company.

34. Insider Trading

The Company has put in place a Code of Conduct for Prevention of Insider Trading basedon SEBI (Prohibition of Insider Trading) Regulations 1992. This code was applicable uponall

Directors and select employees. The code ensured prevention of dealing in shares bypersons having access to unpublished price sensitive information.

The aforesaid Code was effective till May 14 2015 & thereafter repealed with thefollowing Codes pursuant to the SEBI(Prohibition of Insider Trading )Regulations 2015 andeffective from May 15 2015:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation.

b. Code of Conduct to Regulate Monitor and Report Trading.

The aforesaid Codes have been disclosed on the website of the Company.

35. Transfer of amount to Investor Education and Protection Fund (IEPF)

There is no amount pending for transfer to the Investor Education and Protection Fundin accordance to the provisions of Section 205A(5) and 205C of the erstwhile CompaniesAct 1956.

36. Prudential Norms for NBFC’S

The Company is not required to be registered under Section 45 IA of the Reserve Bank ofIndia Act 1934. Therefore above disclosure is not applicable for the Company.

37. Green Initiative

To support the ‘Green Initiative’ in the Corporate Governance taken by theMinistry of Corporate Affairs to contribute towards greener environment and to receiveall documents notices including Annual Reports and other communications of the Companyinvestors should register their e-mail addresses with M/s. Purva Sharegistry (India) Pvt.Ltd. Unit No.9 Shiv Shakti Ind. Estt. J. R. Boricha Marg Opp. Kasturba Hospital LaneLower Parel (E) Mumbai 400 011 Phone Nos: (022) 2301 6761/8261 Fax: (022) 2301 2517 E-mail: busicomp@gmail.com if shares are held in physical mode or with their DP if theholding is in electronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting aresent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s).For members who have not registered their email address physical copies ofthe Annual Report and Notice of the Annual General Meeting are sent in the permitted mode.Members requiring physical copies can send their request to Ms. Minakshi Banthia CompanySecretary of the Company.

The Company is providing remote e-voting facility to all the members to enable them tocast their votes electronically on all the resolutions set forth in the Notice pursuant toSection 108 of the Act read with Rule 20 of the Company’s (Management andAdministration) Rules 2014 and the applicable provision(s) of the Listing Regulations.

38. Compliance to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 read with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Rules 2013.

The Company is committed to the protection of women against sexual harassment. Theright to work with dignity are universally recognised human rights by internationalconventions and instruments such as Convention on the Elimination of all Forms ofDiscrimination against Women.

In adherence to the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Rules 2013 the Company hasconstituted an Internal Complaints Committee to look into the matters relating to sexualharassment at workplace.

Ms. Bandana Mishra (DIN- 07001783) Non-Executive Independent Director is thePresiding Officer of the Committee.

In the event of any sexual harassment at workplace any woman employee of the Companymay lodge complaint to Ms. Bandana Mishra (DIN- 07001783) in writing or electronicallythrough e-mail at : info.dwitiya@gmail.com.

During the period under review no complaints were received by the Company in terms ofthe aforesaid act.

39. Management’s Discussion and Analysis

In accordance with the listing requirement the Management’s Discussion andAnalysis forms part of this Report.

40. Acknowledgement

Your Directors wish to place on record their gratitude for the valuable guidance andsupport rendered by the Government of India various State Government departments Banksand stakeholders including but not limited to shareholders customers and suppliersamong others. We place on record our appreciation of the contribution made by ouremployees at all levels.

The Directors look forward to the continued support of all the stakeholders in thefuture and appreciate and value the contribution made by every member of the Company.

Place : Kolkata On Behalf of the Board of Directors
Dated : 28.05.2016 Bandana Mishra
Chairperson
DIN-07001783

ANNEXURE I

[Auditor’s Note on the Maintenance of Secretarial Records of Dwitiya TradingLimited

For the financial year ended 31st March’ 2016]

My Report on even date

1. The Company’s Management is responsible for the maintenance of SecretarialRecords in a manner to ensure compliance by the Company of applicable laws and to takeadequate steps for the existence of proper and adequate systems and processes in thisregard.

2. Secretarial Audit postulates verification on a test basis of records books papersand documents to check compliance with the provisions of various statutes laws and rules& regulations. I believe that the processes and practices I followed for this purposeprovided a reasonable basis for my opinion.

3. I have relied on the representation made by the Company and its Officers for systemsand mechanism formed by the Company for compliances under other applicable Acts Laws andRegulations to the Company.

4. In case of Financial Laws I have relied on the Report of the Statutory Auditor andhave not verified the financial records and Books of Accounts of the Company.

5. This Secretarial Audit Report is not an assurance of the effectiveness with whichthe Management has conducted the affairs of the Company.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the Company.

Place : Kolkata CS Rohit Singhi
Date : 28.05.2016 Practising Company Secretary
M. No. A43484
C P No. 16021