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 2016 for yourperusal consideration and adoption.
State of Affairs of the Company:
| || |
(Amount in Rs. )
|Particulars ||Current Year 2015-16 ||Previous year 2014-15 |
|Sales ||17508130 ||28613021 |
|Other Income ||1875952 ||2301155 |
|Less: Expenditure ||18917580 ||30086663 |
|Profit Before Exceptional Extraordinary Items & Taxation ||466502 ||827513 |
|Exceptional Items ||NIL ||NIL |
|Extra Ordinary Items ||NIL ||NIL |
|Profit/(Loss) before Taxation ||466502 ||827513 |
|Less : Current Tax ||140000 ||247500 |
|Less : Deferred Tax Charge/ (Credit) ||NIL ||NIL |
|Profit/(Loss) after Tax ||326502 ||580013 |
Your company earned a total income of Rs. 19384082/- (Previous Year Rs. 30914176/-)and a net profit after tax of Rs. 326502/- as compared to net profit after tax of580013/- of previous year.
Your directors do not recommend any dividend for the current year.
The Company had appointed Mr. Harish Panwar as Managing Director of the Company w.e.f07th April 2016 subject to approval of shareholders in ensuring Annual GeneralMeeting. The Company seeks approval for continuation of Mr. Harish Panwar as ManagingDirector. Further the Company had appointed Mr. Mayank Agrawal as Additional IndependentDirector of the Company w.e.f 07th April 2016. The Company seeks approval forappointing him as Independent Director for 5 years.
We appreciate the service provided by Mr. Ankit Patel Managing Director of the Companytill 11th June 2016. Further we appreciate the services provided by Mr Sureshas an independent director of the Company till 07th April 2016
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 29 2016 M/s HemantC.Parikh & Co.Chartered Accountants has been re-appointed as statutory auditors of the Company to holdoffice till the conclusion of the Annual General Meeting to be held in the calendar year2019 subject to ratification of his appointment by shareholders in ensuring Annual GeneralMeeting of theCompany.
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 2016. 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:
Board Meetings held during the year:
During the year 9 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 Act2013:
> In the preparation of the annual financial statements for the year ended March 312016 the applicable Accounting Standards had been followed along with proper explanationrelating to materialdepartures.
> For the financial year ended March 31 2016 such accounting policies as mentionedin the 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 2016.
> 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 applicablelaws 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 Managementof the Company. Board Members and Senior Management Personnel have affirmed Compliancewith the Code for the period 2015-16. 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 Bombay Stock Exchange Ltd (BSE) on 30thMarch 2016.
As per Regulation 15(2) of Securities and Exchange Board of India (Listing ObligationsAnd Disclosure Requirements) Regulations 2015 the compliance with the corporategovernance provisions as specified in regulations 17 18 19 20 2122 23 24 25 2627 and clauses (b) to(i) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V is not applicable to our company as the paid up equity share capital of ourcompany is less than rupees ten crore and also net worth of our company is less thanrupees twenty five crore as on the last day of the previous financial year.
Management Discussion & Analysis:
A separate section Management Discussion and Analysis of the financial position of thecompany forms part of the Annual Report.
Particulars of loans guarantees or investments under Section 186 of the Companies Act2013:
During the year ended 31stMarch 2016 company has not given any LoansGuarantees and/or made any Investments covered under the provisions of Section 186 of theCompanies Act 2013.
Related Party Transactions:
During the year ended 31stMarch 2016 company has not entered into anyContracts and/or arrangements with related parties covered under section 188 of theCompanies Act 2013.
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 2013that 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 SEBI Regulations the Boardhas carried out the annual performance evaluation of its own performance of the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees of the Board. At the meeting of the Board all therelevant factors that are material for evaluating the performance of individual Directorsthe Board and its various Committees were discussed. A structured questionnaire each forevaluation of the Board its various Committees and individual Directors was prepared andrecommended to the Board by the Nomination & Remuneration Committee for doing therequired evaluation after taking into consideration the input received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees execution and performance of specific dutiesobligations and governance etc.
A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestof the Company and its minority Shareholders etc. The performance evaluation of theindependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and non independent Directors was also carried out by the IndependentDirectors at their separate meeting. The Directors expressed their satisfaction with theevaluation process.
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) Rules2014.
Significant and Material Orders Passed by the Regulators or Courts or Tribunalsimpacting the Going Concern status of the Company:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.
The directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support. The directors also thank the government ofvarious countries government of India the governments of various states in India andconcerned government departments / agencies for their co-operation.
The directors appreciate and value the contributions made by every member of the dunemercantile Limited.
| ||By order of the Board of Directors |
|Place: Ludhiana ||For Dune Mercantile Limited |
|Date: 13th August 2016 || |
| ||Harishkumar Panwar |
| ||Director |