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Dwitiya Trading Ltd.

BSE: 538608 Sector: Others
NSE: N.A. ISIN Code: INE222P01028
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VOLUME 10000
52-Week high 277.20
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Dwitiya Trading Ltd. (DWITIYATRADING) - Director Report

Company director report

Dear Members

Boards of Directors of the Company are pleased to present the 39th AnnualReport for the financial year ended March 31 2017.

1. Financial Summary or Highlights

The highlights of the financial performance of the Company for the financial year endedMarch 31 2017 as compared to the previous financial year are as under:-

(Rs. in lacs)

Particulars 2016-17 2015-16
Total Revenue 101.09 82.29
(Less):Total Expenditure 92.16 81.20
Profit before Exceptional & Extraordinary Items 8.94 1.09
Add/(Less): Exceptional Items - -
Add/(Less): Extraordinary Items (Loss on Sale of Fixed Assets) - -
Profit Before Tax 8.94 1.09
(Less): Provision for Current Tax 2.76 0.34
(Less): Deferred Tax - -
Net Profit after Tax 6.18 0.75
Add/(Less): Brought forward from previous year 27.93 27.18
(Less): Proposed Dividend 5.01 -
(Less): Income Tax on Proposed Dividend 0.87 -
Balance carried to Balance Sheet 28.23 27.93

2. Financial Performance a. Annual Financial Results

During the financial year under review the Company recorded Rs. 101.09 lacs totalrevenue as compared to Rs. 82.29 lacs in previous year which reflects 22.85% increase intotal revenue generation. The Company incurred Rs. 92.16 lacs total expenditure during thereporting financial year as compared to Rs. 81.20 lacs previous year.

The performance of the Company has improved and the same is reflected in the profitgenerated by the Company in reporting financial year. The Company recorded Rs. 8.94 lacsof Profit Before Tax as compared to Rs. 1.09 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 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

The Board of Directors of the Company in its meeting held on May 29 2017 hasrecommended a dividend of Re. 0.02/- per equity share having face value of Rs. 2/- eachfor the Financial Year ended on March 31 2017. The Final Dividend subject to theapproval of Members at the Annual General Meeting held on September 25 2017 will be paidon or after September 25 2017 to the Members whose names appear in the Register ofMembers as on the record date i.e. September 18 2017.

If the dividend as recommended above is declared by the Members at the Annual GeneralMeeting the total outflow towards dividend on Equity Shares for the year would be Rs.5.88 lacs (including dividend tax).

4. The amount proposed to be carried to reserves

During the year the Company has not transferred any amount in any reserves.

5. Change in Share Capital

During the year under review the Company sub-divided its Equity Shares of Rs. 10/-each to Rs. 2/- each on the Record Date February 20 2017 after the approval from theshareholders of the Company in its Extra-Ordinary General Meeting held on December 122016.

Consequently the Authorised Share Capital of the Company stands at Rs. 50500000/-divided into 25250000 Equity Shares of Rs. 2/- each and the Paid-up Share Capital ofthe Company is Rs. 50100000/- divided into 25050000 Equity Shares of Rs. 2/- each onMarch 31 2017.

6. Listing

The Equity shares of the Company are listed in the Calcutta Stock Exchange Limited andthe BSE Limited. Further the suspension under surveillance measure was revoked w.e.f. 30thSeptember 2016 by BSE Ltd. and the same was informed by the BSE Ltd. vide its Notice No.20160927-21 dated 27th September 2016.

7. 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").

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 2017 inForm MGT-9 pursuant to section 92(3) of the Act and Rule 12(1) of the Companies(Management and Administration) Rules 2014 is appended to the Directors' Report in Annexure1.

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: 09/05/2016 28/05/2016 13/08/2016 31/10/2016 14/11/201625/01/2017 and 30/03/2017 and One (1) Meeting of the Board of Directors was held bypassing Circular Resolution on 01/09/2016.

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 on30/03/2017.

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 2016-17is 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 2017. 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 and the ListingRegulations.

Further the Board of Directors has accepted all the recommendations of the AuditCommittee in the Financial Year 2016-17.

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 2017. 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 2017.The Committee is under the Chairpersonship ofMr. Lokesh Pasari Non-Executive Independent Director.

The details of the Committee are 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 2017 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 that every independent director to give adeclaration that he/she meets the criteria of Independence at the first Board Meeting ofevery financial 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 Listing Regulation 2015 the Nomination and Remuneration Committee hasformulated the criteria for determining qualifications positive attributes andindependence of a director and has further formulated a policy relating to theremuneration for Directors Key Managerial Personnel and other employees which has beenduly 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 toattract retain and motivate directors of the quality required to run the Companysuccessfully;

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 Nomination and Remuneration Policy is available on the website of the Company athttp://www.dwitiyatrading.com. Further the Nomination and Remuneration Policy is appendedto the Directors Report 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 adverse remarksor qualification.

c. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedMs. Sneha Agarwal (C.P. No. 17425 Membership No. A45611) Company Secretary in Whole-timePractice to undertake the Secretarial Audit of the Company for Financial Year 2016-17.

d. Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors' Report in Annexure 3.The Report of the Secretarial Audit Report does not contain any adverse remark.

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.

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.

19. State of Company Affairs & Future Outlook

During the financial year under review the Company recorded Rs. 101.09 lacs totalrevenue as compared to Rs. 82.29 lacs in previous year which reflects 22.85% increase intotal revenue generation. The Company incurred Rs. 92.16 lacs total expenditure during thereporting financial year as compared to Rs. 81.20 lacs previous year.

The performance of the Company has improved and the same is reflected in the profitgenerated by the Company in reporting financial year. The Company recorded Rs. 8.94 lacsof Profit Before Tax as compared to Rs. 1.09 lacs in the previous year.

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 compliance with Section 134(3)(n) of the Act the Company has a Risk ManagementPolicy which provides for the identification therein of elements of risk which in theopinion of the Board may threaten 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 the Board of Directorsis responsible for framing implementing and monitoring the Risk Management Plan of theCompany and have delegated the power of monitoring and reviewing of the risk managementplan 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. This is morefully descriedin 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. Board Diversity policy

The Company acknowledges and embraces the benefits of having a diverse board foreffective decision making and views diversity at the board level as an important elementin strong corporate governance. Diversity encompasses diversity of perspectiveexperience background gender age ethnicity and geographic background psychologicaltype and personal attributes. Appointments to the Board are made in the context ofcomplementing and expanding the skills knowledge and experience of the Board as a whole.

The Board has adopted the Board Diversity Policy which sets out the approach todiversity of Board of Directors.

The Board Diversity Policy is available on the website of the Company.

25. 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 30/03/2017pursuant 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 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.

26. 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 timet.

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

27. Change in the nature business

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

28. Directors & Key Managerial Personnel

a. Executive Non-Executive & Independent Directors

Mr. Rabi Jalan (DIN: 07001695) being Executive Director of the Company retires at theensuing Annual General Meeting and being eligible offers himself for re-appointment asthe Director without any variation in the terms of his appointment.

Further the Board of Directors of the Company has appointed Mr. Sourav Sonthalia onAugust 12 2017 as Additional Director of the Company. He is holding office as IndependentDirectors of the Company and is entitled to hold office as Additional Directors up to thedate of ensuing Annual General Meeting. Accordingly it is proposed to appoint Mr. SouravSonthalia as non-retiring Independent Director of the Company in accordance with Section149 of the Companies Act 2013 to hold office from August 12 2017 to August 11 2022i.e. for the tenure of 5 years.

b. Chief Financial Officer

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

c. Company Secretary

Ms. Minakshi Banthia was appointed as the Company Secretary of the Company.

29. 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 31 2017.

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 exceptthat Securities Appellate Tribunal Mumbai passed an Order dated 15.06.2016 instructingthe BSE to look into the documents furnished by the Company and pass appropriate order.Further BSE Ltd. revoked the suspension w.e.f. 30th September 2016.

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 or specificauthorization;

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.

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

Since none of the employees in F.Y. 2016-17 have served the Company for a completefinancial year the Company is not required to provide the aforesaid disclosure.

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 100%
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
Mr. Manish Damani
No increase in remuneration
C.F.O.
Ms. Minakshi Banthia
No increase in remuneration
Company Secretary

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

Since none of the employees in F.Y. 2016-17 have served the Company for a completefinancial year the Company is not required to provide the aforesaid disclosure.

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

As on March 31 2017 there is 3 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 444000
(KMP) in the Financial Year 2016-17.*
Total Revenue 10109373
Remuneration of KMP's as a percentage of Total Revenue 4.39%
Profit before tax 893743
Remuneration of KMP's as a percentage of Profit before
49.68%
Tax
Profit after tax 617576
Remuneration of KMP's as a percentage of Profit after Tax 71.89%

*does not include remuneration of Mr. Manish Damani (C.F.O.) since his Remuneration waspaid from part of the 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 2017 March 31 2016 % Change
Rs. 7264500000-BSE Rs. 32583787500-BSE
Market
(Equity Shares were not traded (Equity Shares were not traded
Capitalisation* -77.71%
in CSE Platform in F.Y. 16-17.) in CSE Platform in F.Y. 15-16.)
14500-BSE 130075-BSE
Price Earnings Ratio (Equity Shares were not traded (Equity Shares were not traded -88.85%
in CSE Platform in F.Y. 16-17.) in CSE Platform in F.Y. 15-16.)

*Vide resolution passed by the shareholders of the Company in its Extra-OrdinaryGeneral Meeting held on December 12 2016 Company sub-divided its Equity Shares of Rs.10/- each to Rs. 2/- each on the Record Date February 20 2017. Consequently MarketCapitalisation of the previous period has been retroactively adjusted for comparativepurpose.

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 public offer

Particulars March 31 2017 IPO % Change
Market Price 290 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 in the salaries of employees otherthan the managerial personnel in the last financial year.

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

Comparative Rabi Jalan Minakshi Banthia Manish Damani
Parameter -Managing Director - Company Secretary - Chief Financial Officer
Remuneration of the Key Managerial Personnel (KMP) in the Financial Year 2015-16. 180000 264000
Total Revenue 10109373
Remuneration of KMP's as a percentage of Total 1.78% 2.61% Since Remuneration was paid from part of the year comparison of the same cannot be made.
Revenue
Profit before tax 893743
Remuneration of KMP's as a percentage of Profit before Tax 20.14% 29.54%
Profit after tax 617576
Remuneration of KMP's as a percentage of Profit after Tax 29.15% 43.75%

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 0.68

XII. 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.

33. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism/ Whistle Blower Policy to enablestakeholders (including Directors and employees) to report unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct. The Policy providesadequate safeguards against victimisation of Director(s)/ employee(s) and direct access tothe Chairman of the Audit Committee in exceptional cases. The Protected Disclosures ifany reported under this Policy will be appropriately and expeditiously investigated by theChairman.

The Company hereby affirms that no Director/ employee have been denied access to theAudit Committee and that no complaints were received during the year Whistle BlowerPolicy.

The Vigil Mechanism/Whistle Blower Policy is explained in the Corporate GovernanceReport and also disclosed on the Company's website.

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.

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. 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 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 and Administration)Rules 2014 and the applicable provision(s) of the Listing Regulations.

37. 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 is 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 of

Women at Workplace (Prevention Prohibition and Redressal) Rules 2013 the Companyhas constituted an Internal Complaints Committee to look into the matters relating tosexual harassment 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.

38. 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.

39. Acknowledgement

The Directors of the Company wish to place on record their gratitude for the valuableguidance and support rendered by the Government of India various State Governmentdepartments Banks and stakeholders including but not limited to shareholderscustomers and suppliers among others. We place on record our appreciation of thecontribution 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 : 12.08.2017
sd/-
Bandana Mishra
Chairperson
DIN-07001783