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Dwitiya Trading Ltd.

BSE: 538608 Sector: Others
NSE: N.A. ISIN Code: INE222P01028
BSE 00:00 | 11 Mar Dwitiya Trading Ltd
NSE 05:30 | 01 Jan Dwitiya Trading Ltd
OPEN 2.40
PREVIOUS CLOSE 2.40
VOLUME 7
52-Week high 13.90
52-Week low 2.38
P/E
Mkt Cap.(Rs cr) 6
Buy Price 2.38
Buy Qty 1.00
Sell Price 2.40
Sell Qty 2446.00
OPEN 2.40
CLOSE 2.40
VOLUME 7
52-Week high 13.90
52-Week low 2.38
P/E
Mkt Cap.(Rs cr) 6
Buy Price 2.38
Buy Qty 1.00
Sell Price 2.40
Sell Qty 2446.00

Dwitiya Trading Ltd. (DWITIYATRADING) - Director Report

Company director report

Dear Members

Boards of Directors of the Company are pleased to present the 41st AnnualReport for the financial year ended March 31 2019.

1. Financial Summary or Highlights

The highlights of the financial performance of the Company for the financial year endedMarch 31 2019 as compared to the previous financial year are as under:-

(` in lacs)

Particulars 2018-19 2017-18
Total Revenue 1.83 1.86
(Less):Total Expenditure (14.51) (14.64)
Profit/(Loss) before Exceptional & Extraordinary Items (12.68) (12.78)
Add/(Less): Exceptional Items - -
Add/(Less): Extraordinary Items (Loss on Sale of Fixed Assets) - -
Profit/(Loss) Before Tax (12.68) (12.78)
(Less): Provision for Current Tax - -
Add/(Less): Deferred Tax 3.24 3.42
Net Profit/(Loss) after Tax (9.44) (9.36)
Other Comprehensive Income(OCI)
(Less):- Items that will not be reclassified to profit / (loss) (2.33) -
Add:- Income tax on items that will not be reclassified to profit / (loss) 0.61 -
Total Comprehensive Income/Loss (11.16) (9.36)
Balance carried to Balance Sheet (11.16) (9.36)

2. Disclosures relating to Subsidiaries Associates and Joint ventures.

The Company does not have any subsidiaries and associate companies as defined inSection 2(6) of the Companies Act 2013 (hereinafter referred to as "the act")nor is associated with any joint ventures and therefore disclosure requirement pursuant toRule 8 of the Companies (Accounts) Rules 2014 is not applicable for the Company.

3. Dividend

Due to loss the Board of Directors has not recommended any dividend on the EquityShares of the Company for the Financial Year ended March 31 2019.

4. The amount proposed to be carried to reserves.

The details of the Reserve and Surplus Account (Retained Earning) is morefullydescribed in Note No. 8 of the Financial Statement for the financial year ended on 31stMarch 2019 which forms part of the Annual Report for the financial year ended on 31stMarch 2019.

5. Change in Share Capital

During the financial year under review there was no change in Authorised Share Capitaland Paid-up Share Capital.

The Authorised Share Capital of the Company stands at Rs. 50500000/- divided into25250000 Equity Shares of Rs. 2/- each and the Paid-up Share Capital of the Company isRs. 50100000/- divided into 25050000 Equity Shares of Rs. 2/- each on March 312019.

6. Listing

The equity shares continue to be listed on The BSE Ltd. which has nation-wideterminals; and (ii) Calcutta Stock Exchange Limited. The Company has not paid the annuallisting fee for the financial year 2018-19.

7. Corporate Governance Report

The Company has been complying with all the requirements of the code of CorporateGovernance as specified by the Securities and Exchange Board of India the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "the Listing Regulations").

A separate report on Corporate Governance is furnished as a part of the Directors'Report and the certificate from the Auditor regarding compliance of condition of CorporateGovernance 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 31st March 2019 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 andAdministration)Rules 2014 is appended to the Directors' Report in Annexure-I.

Further the Annual Return in Form MGT-7 for the financial year ended 31.03.2019 willbe uploaded on the website of the Company via the link:http://www.dwitiyatrading.in/annual-report.html after the same is filed with the Registrarof Companies.

9. Directors & Key Managerial Personnel.

a. Board of Directors

As on 31st March 2019 the composition of the Board is as under:

a. Ms. Bandana Mishra (DIN-07001783) Chairperson and Non-Executive IndependentDirector;

b. Mr. Rabi Jalan (DIN-07001695) Managing Director;

c. Mr. Chandra Dutta Sharma (DIN-00710720) Independent Non-Executive Director;

d. Mr. Ashutosh Dey (DIN-02391573) Independent Non-Executive Director;

e. Mr. Lokesh Pasari (DIN-06759155) Independent Non-Executive Director;

Mr. Rabi Jalan (DIN-07001695) Non-Executive Non-independent Director retires byrotation at the ensuing 41st AGM where he presents himself for re-appointmentfor a term of three years with effect from 31st December 2019

b. Chief Financial Officer (CFO).

Mr. Manish Damani is the CFO of the Company.

c. Company Secretary

The Company is in the process to fill the vacancy of the Company Secretary but has notreceived any positive or suitable response for the same.

10. Number of Meetings of the Board.

The Board of Directors of the Company met Five (5) times during the Financial Yearunder review i.e. on: 30/05/2018 14/08/2018 04/09/2018 14/11/2018 and 13/02/2019

Further one exclusive meeting of the Independent Directors pursuant to Schedule IV ofthe Act and sub-regulation 3 of Regulation 25 of the Listing Regulations was held on20/03/2019.

All the meetings were held in accordance with the provisions of the Act ListingRegulations and the Secretarial Standard-1 (SS-1).

The details of the Meetings of the Board of Directors during the Financial Year 2018-19is encompassed in the Corporate Governance Report which is annexed to the said Report.

11. 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 2019. Mr.Ashutosh Dey (DIN-02391573) was appointed as a member of the Committee during thefinancial year 2018-19.

As on 31st March 2019 the composition of the Audit Committee is as under:

a. Ms. Bandana Mishra (DIN-07001783) Non-Executive Independent Director;

b. Mr. Rabi Jalan (DIN-07001695) Non Independent Executive Managing Director;

c. Mr. Chandra Dutta Sharma (DIN-00710720) Non-Executive Independent Director;

d. Mr. Ashutosh Dey (DIN-02391573) Chairperson and Non-Executive Independent Director;

e. Mr. Lokesh Pasari (DIN-06759155) Independent Non-Executive Director;

During the Financial Year under review the Audit Committee met five (5) times and allsuch meetings were held in accordance with the provisions of the Act readwith the Rulesmade thereunder and the Listing Regulations. Details of the same including the meetingdates and the attendance of the Committee members are provided in the CorporateGovernance Report.

Further the Board has accepted all the recommendations of the Audit Committee in theFinancial Year 2018-19.

12. 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 2019.

As on 31st March 2019 the composition of the Nomination and RemunerationCommittee is as under:

a. Mr. Chandra Dutta Sharma (DIN-00710720 Non-Executive Independent Director;

b. Ms. Bandana Mishra (DIN-07001783) Non-Executive Independent Director;

c. Mr. Ashutosh Dey (DIN-02391573) Chairperson and Non-Executive Independent Director;

d. Mr. Lokesh Pasari (DIN-06759155) Non-Executive Independent Director;

The detail of the Committee including the meeting dates and the attendance of theCommittee members is provided in the Corporate Governance Report.

13. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises of three Non-ExecutiveIndependent Directors as on March 31 2019.

a. Mr. Lokesh Pasari (DIN-06759155) Non-Executive -Independent Director;

b. Ms. Bandana Mishra (DIN-07001783) Non-Executive Independent Director;

c. Mr. Chandra Dutta Sharma (DIN-00710720) Chairperson and Non-Executive IndependentDirector;

14. 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 2019 and of the loss 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 the

Company and such internal financial controls are adequate and were operatingeffectively.

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.

15. Details in respect of frauds reported by auditors under sub-section (12) of section143 other than those which are reportable to the Central Government.

No fraud was detected during the financial year under review.

16. Declaration by the Independent Directors and statement on compliance of Code ofConduct.

All the Independent Directors have furnished the Statement on Declaration ofIndependence under section 149 (6) of the Act and Regulation 16 of the ListingRegulations. Further the Independent Directors have complied with the Code of IndependentDirectors prescribed in Schedule IV to the Act.

17. Statement on compliance of Code of Conduct for Directors and senior managementpersonnel.

The Corporate Governance Report contains a Declaration on compliance to the Code ofConduct by the Directors and Senior Management Personnel of the Company.

18. Policy on Directorsf Appointment & Remuneration

The Company's Nomination and Remuneration Policy contains inter-alia policy ondirectors' appointment and remuneration including criteria for determining qualificationspositive attributes independence of a director and other matters provided undersub-section (3) of section 178 of the Act and the Listing Regulations.

SEBI vide notification dated 9th May 2018 has introduced the SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 vide which it hasinter-alia enhanced the role of the Nomination and Remuneration Committee with effectfrom 1st April 2019. In terms of the said amendment the Nomination andRemuneration Committee will be required to recommend to the Board all remuneration inwhatever form payable to senior management (Part D Para A(6) of Schedule II of theListing Regulations). The said amendment has revised the definition of senior managementto also include: "chief executive officer/managing director/whole timedirector/manager (including chief executive officer/manager in case they are not part ofthe board) and shall specifically include company secretary and chief financialofficer".

Accordingly the Company's Nomination and Remuneration Policy has been revised toincorporate the above amendment.

The Policy defines the basic principles and procedure of nomination and determinationof remuneration of all the Directors Key Managerial Personnel and the senior management.It is further intended to ensure that the Company is able to attract develop and retainhigh-performing Directors Key Managerial Personnel and other employees and that theirremuneration is aligned with the Company's business strategies values and goals. Thepolicy is based on the following pillars:

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 shareholders may visit the Company's website to view The Nomination andRemuneration Policy viz; www. dwitiyatrading.in

19. Auditors & Auditors report

a. Statutory Auditors

M/s Arun Jain & Associates (Firm Registration No. 325867E) has furnished acertificate of eligibility in terms of section 139 readwith section 141 of the Act and therules framed thereunder. The tenure of the Auditor is expiring on the conclusion on theensuing Annual General Meeting. In terms of the provisions of section 139 of the Actreadwith the Companies (Audit and Auditors) Rules 2014 it is proposed to re-appoint theFirm for another term of five years. M/s Arun Jain & Associates has confirmed that there-appointment if made will be within the limits specified in section 141 of the Act andthat it is not disqualified to be appointed as a Statutory auditor. in terms of theapplicable laws in force.

b. Independent Auditors' Report

The Self Explanatory Independent Auditors' Report does not contain any adverse remarksor qualification.

c. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Rules madethereunder Mr. Amit Jajodia (C.P. No. 14303 Membership No. 37613) Company Secretary inwhole-time Practice was appointed for the issuance of the Secretarial Audit Report forthe Financial Year ended 31st March 2019.

d. Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors' Report in Annexure II. TheReport of the Secretarial Audit Report does not contain any adverse remark save and exceptthe followings:-

1. Company has not appointed Company Secretary as per the provision of Section 203 ofthe Companies Act 2014.

2. In terms of Rule 25A of the Companies (Incorporation) Rules 2014 every company isrequired to file E-Form INC-22A Active (Active Company Tagging Identities andVerification). Hence the Company has not filed said Form and the Status of the Company isActive-Non Compliant.

3. BSE has imposed penalty for non Compliance of Regulation 6(1)of the ListingRegulations pertaining to Appointment of Company Secretary the Company has not paid thefines and hence BSE has frozen all the promoters demat accounts.

Board of Directors' Comment:-

The Company is in the process to fill the vacancy of the Company Secretary but have notreceived any positive or suitable response for the same.

After the appointment of Company Secretary e-form INC- 22A Active (Active CompanyTagging Identities and Verification) will be filed.

The Company will request the BSE Ltd. for waiving of the penalty.

20. 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.

21. Particulars of contracts or arrangements with related parties referred to insubsection (1) of section 188 of the Act 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.

Further during the year under review the Company has not entered into anycontract/arrangement/transactions with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.

22. State of Company Affairs & Future Outlook

During the financial year under review the Company recorded ` 1.83 lacs total revenueas compared to ` 1.86 lacs in previous year which reflects 1.62% decrease in total revenuegeneration. The Company incurred ` 14.51 lacs total expenditure during the reportingfinancial year as compared to ` 14.64 lacs previous year thereby implying a decrease of0.91%. Loss after tax was recorded at `. 9.44 lacs as on 31/03/2019 against loss of `.9.36 lacs during the previous financial year.

The Company is desirous to expand its business operations with a cautious approach andintends to explore other business avenues subject to suitable and lucrative businessopportunity.

23. 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.

24. Conservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo.

Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules 2014: a.Conservation of Energy.

The Company has no activity relating to conservation of energy.

b. Technology Absorption.

The Company has no activity relating to Technology Absorption. Further the Company hasnot entered into any technology transfer agreement.

c. Foreign Exchange earnings and outgo.

The Company does not have any Foreign Exchange earnings and outgo during the financialyear under review.

25. Risk Management Policy

The Company has a Risk Management Policy which provides for the identification thereinof elements of risk which in the opinion of the Board may threaten the existence of theCompany. The details pertaining to various types of risks are described in the Management

Discussion and Analysis report which is annexed to the Directors' Report.

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.

The Company is not required to have a Risk Management Committee and has voluntarilycomplied with the constitution of the Risk Management Committee in terms of the ListingRegulations. Further in terms of Regulation 17(9)(b) of the Listing Regulations theBoard of Directors is responsible for framing implementing and monitoring the RiskManagement Plan of the Company and has delegated the power of monitoring and reviewing ofthe risk management plan to the Risk Management Committee.

The Risk Management Committee is responsible for laying down procedures to inform Boardmembers about the risk assessment and minimization procedures.

26. 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.

27. 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 disclosure regarding the manner of formalannual evaluation by the Board of its own performance and that of its various committeesand 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's performance inaccordance with Section 178(2) of the Act read with the Rules framed there under and PartD 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 the Nomination and Remuneration Committee has formulated criteria fordetermining qualifications positive attributes and independence of a director andrecommended to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees. The details of the same are morefully describedin the Corporate Governance Report.

Further the Nomination and Remuneration Committee has also devised a Policy on BoardDiversity in accordance with Regulation 19(4) of the Listing Regulations.

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 20/03/2019pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the ListingRegulations for transacting the following businesses as set forth 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 Chairperson.

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.

28. Change in the nature business.

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

29. Details relating to deposits which are not in compliance with the requirements ofChapter V of the Act.

The Company has neither accepted any deposits during the financial year under reviewnor has any outstanding deposits as on March 31 2019.

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

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 accordancewith the management's general or specific 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.

Further during the financial year under review the Internal Financial Control Policywas reconstituted in terms of various amendments in applicable laws in force. Also SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018 has introduced Regulation"9A" whereby the provision for an Institutional Mechanism for Prevention ofInsider Trading is required. In this connection inter-alia an adequate and effectivesystem of internal controls was required to ensure compliance with the requirements of theSEBI (Prohibition of Insider Trading) Regulations 2015 to prevent insider trading. Thusthe Internal Financial Control Policy was modified to the above extent.

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.

A reference is made in this connection to the CFO Certification which forms part of theAnnual Report.

32. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial 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 the remuneration is as per the Income Tax Act1961. Gross Salary has been considered.

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 (DIN-07001695) - Non Independent Executive Managing Director 2.11
Ms. Bandana Mishra (DIN-07001783) Non-Executive Independent Director No remuneration or sitting fees was paid
Mr. Chandra Dutta Sharma (DIN- 00710720) Non-Executive Independent Director No remuneration or sitting fees was paid
Mr. Ashutosh Dey (DIN-02391573) Chairperson and Non-Executive Independent Director No remuneration or sitting fees was paid.
Mr. Lokesh Pasari (DIN-06759155) Independent Non-Executive Director No remuneration or sitting fees was paid

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 Chief Financial Officer and Company Secretary % increase in remuneration in the Financial Year
Mr. Rabi Jalan Managing Director No increase in remuneration
Mr. Lokesh Pasari Non-Executive Independent Director No remuneration or sitting fees was paid
Mr. Ashutosh Dey Non-Executive Independent Director No remuneration or sitting fees was paid
Mr. Chandra Dutta Sharma Non-Executive Independent Director No remuneration or sitting fees was paid
Ms. Bandana Mishra Non-Executive Independent Director No remuneration or sitting fees was paid
Mr. Manish Damani C.F.O. No remuneration paid

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

There has been no increase in the median remuneration in the Financial Year underreview.

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

As on March 31 2019 there is 1 Employee on the roll 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. A. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year.

There was no such increase in the salaries of the employees in the last financial year

B. Whether there are any exceptional circumstances for increase in the managerialremuneration.

There are no exceptional circumstances prevalent for increase in the managerialremuneration.

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

Rabi Jalan Manish Damani
Comparative Parameter Managing Director Chief Financial Officer
Remuneration of the Key Managerial Personnel (KMP) in the Financial Year 2018-19. 240000 -
Total Revenue 182760 182760
Remuneration of KMP's as a percentage of Total Revenue 131.32% -

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

The Board of Directors hereby affirms that the remuneration paid is in accordance withthe Nomination and Remuneration Policy of the Company.

Disclosure pursuant to Rule 5(2) & 5 (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided herein below:

I. Statement containing the names of top 10 employees in terms of remuneration drawn.

During the year under review the Company has two employee details of which is givenherein below:

Particulars Rabi Jalan
Designation Managing Director
Remuneration Drawn 240000
Nature of Employment whether contractual or otherwise. Salaried
Qualifications & Experience B.Com
11 years of work experience in the fields of Capital Market
Date of Commencement of employment 31.12.2014
Age of such employee 39
Last Employment held by such employee before joining the company. NIL
Equity Shares held by the Company (%) NIL
Whether any such employee is a relative of any director or manager of the Company if so name of such director or manager No

But as on March 31 2019 there is 1 Employee on the roll of the Company.

Further the Company has no employee whose remuneration exceeds the limit prescribedunder Section 197 of the Act read with Rule 5(2) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

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 to comeforward 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 Companyhttp://dwitiyatrading.in

34. Insider Trading

The Company has put in place following Codes pursuant to the SEBI (Prohibition ofInsider Trading) Regulations 2015:

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

b. Code of Conduct to Regulate Monitor and Report Trading in own securities.

c. Code of Conduct to Regulate Monitor and Report Trading in other securities

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

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

Please note that no claims shall lie against the Company in respect of unclaimeddividend amounts so transferred to the Investor Education and Protection Fund (IEPF).

Mr. Manish damani has been appointed as the Nodal Officer with effect from 1stApril 2019. Claimants may contact the Nodal Officer: Mr. Manish Damani CFO through thededicated e-mail Id for the said purpose: unclaimedd.com. Alternatively the claimaintsmay also write their concerns to the Nodal Officer addressed at the Registered Office.The relevant details in the above matter including the relevant notification of theMinistry contact details of the Nodal Officer access link to the refund webpage of theIEPF Authority website etc. are available on the website of the Company via thefollowing link: www.dwitiyatrading.in

36. Green Initiative

To support the ‘Green Initiative' in the Corporate Governance taken by theMinistry of

Corporate Affairs to contribute towards greener environment and to receive alldocuments 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 Mrs. Rimpa Roy 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 and Administration)Rules 2014 and the applicable provision(s) of the Listing Regulations.

37. Mandatory update of PAN and Bank details against shareholding and transfer ofshares compulsorily in Demat mode with effect from 1st April 2019.

SEBI has amended relevant provisions of the Listing Regulations to debar listedcompanies from accepting request for transfer of securities which are held in physicalform with effect from April 1 2019. The shareholders who continue to hold shares andother types of securities of listed companies in physical form even after this date willnot be able to lodge the shares with company / it's RTA for further transfer. They willneed to convert them to demat form compulsorily if they wish to effect any transfer. Onlythe requests for transmission and transposition of securities in physical form will beaccepted by the listed companies / their RTAs. All shareholders holding shares in physicalform have been duly notified of the same by Postal mode of communication and have beenprovided with the requisite form for furnishing PAN and Bank details. Further twosubsequent reminders thereof have also been sent to the shareholders.

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 strives to provide a safe working environment to all its employeesincluding its women employees and is committed to the protection of women against sexualharassment.

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 hasin place a Policy for prevention of Sexual Harassment of Women.

The Board of Directors do hereby confirm and state that NPR Group has constituted anInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 to look into the matters relating tosexual harassment at workplace. Ms. Bandana Mishra (DIN-07001783) Non-ExecutiveIndependent Director is the Presiding Officer of the Committee. All employees (permanentcontractual temporary) are covered under this Policy.

In the event of any sexual harassment at workplace any woman employee of the NPR Groupmay 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 pertaining to sexual harassment of womenat workplace were received by the Company. Accordingly in terms of section 22 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 a summary thereof is as under:

Particulars No. of Complaints
Number of complaints pending at the beginning of the year. Nil
Number of complaints received during the year. Nil
Number of complaints disposed off during the year. Nil
Number of cases pending at end of the year. Nil

39. Affirmation on Compliance of Secretarial Standards.

The Board hereby affirms that the Company has duly complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

40. Details of shares as per Employees Stock Option Scheme/Sweat Equity shares / Equityshares with differential voting rights.

The Company has not issued any shares as per Employees Stock Option Scheme/Sweat Equityshares / Equity shares with differential voting rights.

41. Maintenance of cost records

The maintenance of cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013 is not required by the Companyand accordingly such accounts and records are made and maintained.

42. Management's Discussion and Analysis

In accordance with the provision of Regulation 34 of Listing Regulations theManagement's

Discussion and Analysis Report forms part of this Annual Report.

43. Acknowledgement

Your Directors wish to place on record their gratitude for the valuable guidance andsupport rendered by the Government of India various State Government departmentsFinancial Institutions Banks and stakeholders including but not limited toshareholders customers and suppliers among others. We place on record our appreciationof the contribution made by our employees 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 : 14.08.2019 For Dwitiya Trading Ltd
Bandana Mishra
Chairperson
DIN-07001783