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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 2.40
52-Week low 0.00
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 2.40
52-Week low 0.00
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 43rd AnnualReport for the financial year ended March 312021.

1. Financial Summary or Highlights

The highlights of the financial performance of the Company for the financial year endedMarch 312021 as compared to the previous financial year are as under:-

(Rs. in lacs)

Particulars 2020-21 2019-20
Total Revenue 1.60 1.39
(Less):Total Expenditure (9.70) (12.26)
Profit before Exceptional & Extraordinary Items (8.10) (10.87)
Add/(Less): Exceptional Items - -
Add/(Less): Extraordinary Items (Loss on Sale of Fixed Assets) -
Profit Before Tax (8.10) (10.87)
(Less): Provision for Current Tax - (1.37)
Add/(Less): Deferred Tax - (2.62)
Net Profit after Tax (8.10) (6.88)
Other Comprehensive Income(OCI)
Less:- Items that will not be reclassified to profit / (loss) - -
Add:- Income tax on items that will not be reclassified to profit / (loss) - -
Balance carried to Balance Sheet (8.10) (6.88)

2. Financial Performance

During the financial year under review the Company recorded Rs. 1.60 lacs totalrevenue as compared to Rs. 1.39 lacs in previous year. The Company incurred Rs. 9.70 lacstotal expenditure during the reporting financial year as compared to Rs. 12.26 lacsprevious year.

3. Names of Companies which have become or ceased to be the Company’sSubsidiaries 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 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.

4. Dividend

In order to conserve the resources of the Company and considering the business plan ofthe Company the Board of Directors has not recommended any dividend on the Equity Sharesof the Company for the Financial Year ended March 312021.

5. The amount proposed to be carried to reserves

The details of the Reserve and Surplus Account is morefully described in Note of theFinancial Statement for the financial year ended on 31st March 2021 whichforms part of the Annual Report for the financial year ended on 31st March2021.

6. Change in 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 312021.

7. Listing

The equity shares continue to be listed on the BSE Ltd. and the Calcutta Stock ExchangeLimited which has nation-wide terminals. Further the trading of the company has beensuspended due to penal reasons. The Company has not paid the annual listing fees for thefinancial year 2020-21.

8. Corporate Governance Report

The Company has been voluntarily complying with all the requirements of the code ofCorporate Governance as specified by the Securities and Exchange Board of India theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "the Listing Regulations") to theextent feasible for the Company.

A separate report on Corporate Governance is voluntarily furnished as a part of theDirectors’ Report.

9. Extract of the Annual Return

In accordance with the Companies Act 2013 ("the Act") the Annual Return inthe prescribed format is uploaded on the website of the Company and can be viewed via thelink: www.dwitiva.tra.ding.in

10. Directors & Key Managerial Personnel

a. Board of Directors

As on 31st March 2021 the composition of the Board is as under:

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

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

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-00738955) - Independent Non-Executive Director;

b. Chief Financial Officer

Mr. Manish Damani (PAN-ANGPD4716K) - CFO (KMP).

c. Company Secretary

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

11. Number of Meetings of the Board

The Board of Directors of the Company met Six (6) times during the Financial Year underreview i.e. on: 30/05/2020 30/07/2020 04/09/2020 14/09/2020 10/11/2020 and 12/02/2021

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 on12/02/2021.

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 2020-21is encompassed in the Corporate Governance Report which is annexed to the said Report.

12. 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 2021. TheCommittee is chaired by a Non-Executive Independent Director Mr. Ashutosh Dey.

As on 31st March 2021 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 Non-Executive Independent Director;

e. Mr. Lokesh Pasari (DIN-00738955) - Non-Executive Independent Director;

During the Financial Year under review the Audit Committee met six (6) 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 2020-21.

13. Composition of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of four NonExecutiveIndependent Directors as on March 312021. The Committee is chaired by a NonExecutiveIndependent Director Mr. Ashutosh Dey.

As on 31st March 2021 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 Non-Executive Independent Director;

d. Mr. Lokesh Pasari (DIN-00738955) - 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.

14. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprises of three Non-ExecutiveIndependent Directors as on March 31 2021.The Committee is under the Chairpersonship ofMr. Chandra Dutta Sharma Non-Executive Independent Director.

a. Mr. Lokesh Pasari (DIN-00738955) - Non-Executive Independent Director;

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

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

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

15. 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 312021 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 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.

16. 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.

17. 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.

18.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.

19. Policy on Directors’ Appointment & Remuneration

The Company’s Nomination and Remuneration Policy contains inter-alia policy ondirectors’ appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 of the Act and the Listing Regulations.

The Company’s Nomination and Remuneration Policy in available on the website ofthe Company via the link: http://dwitiyatrading.in/policies.html

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 Policy in available on the website of the Company via the link:www.dwitiyatrading.in

20. 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.

b. Independent Auditors’ Report

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

c. 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 required by the Company andaccordingly such accounts and records are made and maintained.

d. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Rules madethereunder CS Amit Jajodia (C.P. No. 37613 Membership No. 14303) Company Secretary inwhole-time Practice was appointed for the issuance of the Secretarial Audit Report forthe Financial Year ended 31st March 2021.

e. Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors’ Report in Annexure 2.The Report of the Secretarial Audit Report does not contain any adverse remark save andexcept the 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 of the Company and has not paidthe fines and hence BSE has frozen all the promoters demat accounts.

Board of Directors’ Comment:-

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

2. The Company has not appointed Company secretary therefore e-Form ACTIVE (ActiveCompany Tagging Identities and Verification) will be filed after the appointment ofCompany Secretary.

3. The Company is in the process to fill the post of the Company Secretary but have notreceived any positive or suitable response for the same. Further the Company is alsofacing cash crunch therefore unable to pay the fine.

21. 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.

22. 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.

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.

23.State of Company Affairs & Future Outlook

The Company is into trading business. During the financial year under review theCompany recorded Rs.1.60 lacs total revenue as compared to Rs. 1.39 lacs in previous yearwhich reflects decrease in total revenue generation. The Company incurred Rs.9.70 lacstotal expenditure during the reporting financial year as compared to Rs. 12.26 lacsprevious year.

As the recovery process of the global economy against the backdrop of the COVID-19pandemic has already begun the Company expects increase in growth prospects in the comingyears.

24. 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.

The Company has received the Adjudication Order dated 31st July 2021 from theAdjudication Officer Securities and Exchange Board of India (SEBI) under section 15-I ofthe SEBI Act1992 read with Rule 5 of SEBI (Procedure for Holding Inquiry and ImposingPenalties) Rules 1995 and Rule 5 of the Securities Contract (Regulations) (Procedures forHolding Inquiry and Imposing Penalties by Adjudicating Officer) Rules 2005 read withsection 23-I of the Securities Contracts (Regulations) Act 1956.

25. 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.

26. 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 ManagementDiscussion 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.

27. 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.

28. 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 formal annualevaluation by the Board of its own performance and that of its various committees andindividual 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 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 12/02/2021pursuant 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 thenonIndependent 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.

29.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 read with part-D of schedule II of the ListingObligation as amended from time to time.

The shareholders may visit the Company’s website to view The Nomination andRemuneration Policy viz; www.dwitiyatrading.in for the detailed Nomination andRemuneration Policy of the Company.

30. Change in the nature business

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

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

The Company has neither accepted any deposits during the financial year under reviewnor has any outstanding deposits as on March 312021.

32. 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

33. 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

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.

34. 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 of

Managerial 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 Chief Executive Officer Chief Financial Officer and Company Secretary Ratio of remuneration to median remuneration
Mr. Rabi Jalan-Managing Director 3.33
Mr. Lokesh Pasari Non-Executive Independent 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

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 increase in remuneration

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

There has been no increase in the median remuneration of the employees in the FinancialYear.

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

As on March 312021 there are three Employees on the rolls of the Company.

V. A. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year.

There was no 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. Its comparison with the percentile increase in the managerial remuneration andjustification thereof.

The managerial remuneration has not been changed.

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

The managerial remuneration has not been changed.

VI. Affirmation that the remuneration is as per the remuneration policy of the company.

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.

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 three 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 12 years of work experience in the fields of Capital Market
Date of Commencement of employment 31.12.2014
Age of such employee 40
Last Employment held by such employee before joining the company NIL
Last Employment held by such employee before joining 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

35.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.

36.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 Theaforesaid Codes have been disclosed on the website of the Company

37.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.Alternatively the claimaints may also write their concerns to the Nodal Officeraddressed at the Registered Office. The relevant details in the above matter includingthe relevant notification of the Ministry contact details of the Nodal Officer accesslink to the refund webpage of the IEPF Authority website etc. are available on thewebsite of the Company via the following link: www.dwitivatrading.in

38. 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 2517E- mail: busicomp@gmail.com if shares are held in physical mode or with their DP if theholding is in electronic mode.

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.

39. 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. Theywill need to convert them to demat form compulsorily if they wish to effect any transfer.Only the requests for transmission and transposition of securities in physical form willbe accepted by the listed companies / their RTAs. All shareholders holding shares inphysical form have been duly notified of the same by Postal mode of communication and havebeen provided with the requisite form for furnishing PAN and Bank details. Further twosubsequent reminders thereof have also been sent to the shareholders.

40. 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 Dwitiya Trading Ltd. hasconstituted an Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 to look into the mattersrelating to sexual harassment at workplace. Ms. Bandana Mishra (DIN- 07001783)Non-Executive Independent Director is the Presiding Officer of the Committee.. Allemployees (permanent contractual temporary trainees) are covered under this Policy.

In the event of any sexual harassment at workplace any woman employee of the DwitiyaTrading Ltd. may lodge complaint to Ms. Bandana Mishra in writing or electronicallythrough e-mail at: info.dwitiva@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

41.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).

42. Details of shares as per Employees Stock Option Scheme/Sweat Equity shares

/ Equity shares 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.

43. 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.

44. 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.

45. The details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 during the year alongwith their status as at the end of thefinancial year in terms of Rule 8(5) (xi) of the Companies (Accounts) Rules 2014.

There were no such instances during the financial year under review.

46. The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereto in terms of Rule 8(5) (xii) of the Companies(Accounts) Rules 2014.

Not Applicable.

47.Opinion of the Board with regard to integrity expertise and experience (includingproficiency) of the Independent Directors appointed during the year

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules 2014 the Board herebydeclares that: In the opinion of the Board of Directors the integrity expertise andexperience of the Independent Directors of the Company is adequate and commensurate withthe size structure and business requirement of the Company. Further the IndependentDirectors have registered their names in the Independent Directors’ databank.

48.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 : 04.09.2021 For Dwitiya Trading Ltd.
Bandana Mishra
Chairperson
DIN-07001783

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