To
The Members
DUNE MERCANTILE LIMITED
Your Directors have pleasure in presenting their Annual Report of the Company together
with the Audited Accounts for the financial year ended on 31st March, 2016 for your
perusal, consideration and adoption.
State of Affairs of the Company:
|
(Amount in Rs. ) |
| Particulars |
Current Year 2015-16 |
Previous year 2014-15 |
| Sales |
17508130 |
28613021 |
| Other Income |
1875952 |
2301155 |
| Less: Expenditure |
18917580 |
30086663 |
| Profit Before Exceptional, Extraordinary Items & Taxation |
466502 |
827513 |
| Exceptional Items |
NIL |
NIL |
| Extra Ordinary Items |
NIL |
NIL |
| Profit/(Loss) before Taxation |
466502 |
827513 |
| Less : Current Tax |
140000 |
247500 |
| Less : Deferred Tax Charge/ (Credit) |
NIL |
NIL |
| Profit/(Loss) after Tax |
326502 |
580013 |
Companys Performance:
Your company earned a total income of Rs. 193,84,082/- (Previous Year Rs. 3,09,14,176/-)
and a net profit after tax of Rs. 3,26,502/- as compared to net profit after tax of
5,80,013/- of previous year.
Dividend:
Your directors do not recommend any dividend for the current year.
Director:
The Company had appointed Mr. Harish Panwar as Managing Director of the Company w.e.f
07th April, 2016 subject to approval of shareholders in ensuring Annual General
Meeting. The Company seeks approval for continuation of Mr. Harish Panwar as Managing
Director. Further, the Company had appointed Mr. Mayank Agrawal as Additional Independent
Director of the Company w.e.f 07th April, 2016. The Company seeks approval for
appointing him as Independent Director for 5 years.
We appreciate the service provided by Mr. Ankit Patel, Managing Director of the Company
till 11th June, 2016. Further, we appreciate the services provided by Mr Suresh
as an independent director of the Company till 07th April, 2016
All other Directors continue to hold their office. During the year, the non executive
director has no pecuniary relation or transaction with the company.
Financial Year:
There is no revision in financial statements or board report u/s 131 of the Companies
Act 2013 made by the company.
Particulars of the employees:
In terms of provisions of Section 197 read with Rule, 5 (2) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees
are receiving remuneration as mentioned in the said section.
The information required pursuant to Section 197 read with Rule, 5 (1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is Nil.
Statutory Auditors:
At the Annual General Meeting held on September 29, 2016, M/s HemantC.Parikh & Co.,
Chartered Accountants, has been re-appointed as statutory auditors of the Company to hold
office till the conclusion of the Annual General Meeting to be held in the calendar year
2019 subject to ratification of his appointment by shareholders in ensuring Annual General
Meeting of theCompany.
Auditors Report:
The observations of the Auditors in their Report and Notes Attached to the Accounts to
the Accounts are Self-Explanatory and do not require any Further Clarifications.
Conservation of Energy, Research and Development, Technology Absorption, Foreign
Exchange Earnings and Outgo:
Particulars with respect to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act,
2013, read with the Rule, 8 (3) of the Companies (Accounts) Rules, 2014, are given in the "Annexure-I"
attached hereto and forms part of this Report.
Extract of Annual General Meeting:
As provided under Section 92(3) of the Act, the extract of annual return is given in
"Annexure II" in the prescribed Form MGT-9, which forms part of this
report.
Secretarial Audit:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company engaged the services of M/s. A Santoki & Associates, Company Secretary, PCS
certificate Ahmedabad to conduct the Secretarial Audit of the Company for the financial
year ended March 31, 2016. The Secretarial Audit Report (in Form MR-3) is attached as "Annexure-III"
to this Report.
Explanation on qualification adverse remark made in Secretarial Audit Report:
NIL
Board Meetings held during the year:
During the year 9 meetings of the Board of Directors were held. The details of the
meetings are furnished in the Corporate Governance Report which is part of this Report.
Directors Responsibility Statement:
> To the best of our knowledge and belief and according to the information and
explanations obtained by us, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act,2013:
> In the preparation of the annual financial statements for the year ended March 31,
2016, the applicable Accounting Standards had been followed along with proper explanation
relating to materialdepartures.
> For the financial year ended March 31, 2016, such accounting policies as mentioned
in the Notes to the financial statements have been applied consistently and judgments and
estimates that are reasonable and prudent have been made so as to give a true and fair
view of the state of affairs of the Company and of the Profit and Loss of the Company for
the year ended March 31, 2016.
> That proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
> The annual financial statements have been prepared on a going concern basis.
> That proper internal financial controls were followed by the Company and that such
internal financial controls are adequate and were operating effectively.
> That proper systems to ensure compliance with the provisions of all applicable
laws were in place and that such systems were adequate and operating effectively.
Code of Conduct:
The Board has laid down a Code of Conduct for all Board Members and Senior Management
of the Company. Board Members and Senior Management Personnel have affirmed Compliance
with the Code for the period 2015-16. A separate declaration to this effect is made out in
the Corporate Governance Report.
The Company has adopted code of practices and procedures for fair disclosures of
unpublished price sensitive in information and code of conduct as required under
Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading)
Regulations, 2015.
Listing:
The shares of the Company are listed on Bombay Stock Exchange Ltd (BSE) on 30th
March, 2016.
Corporate Governance:
As per Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations
And Disclosure Requirements) Regulations, 2015, the compliance with the corporate
governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26,
27 and clauses (b) to(i) of sub-regulation (2) of regulation 46 and para C , D and E of
Schedule V is not applicable to our company as the paid up equity share capital of our
company is less than rupees ten crore and also net worth of our company is less than
rupees twenty five crore, as on the last day of the previous financial year.
Management Discussion & Analysis:
A separate section Management Discussion and Analysis of the financial position of the
company forms part of the Annual Report.
Particulars of loans, guarantees or investments under Section 186 of the Companies Act,
2013:
During the year ended 31stMarch, 2016, company has not given any Loans,
Guarantees and/or made any Investments covered under the provisions of Section 186 of the
Companies Act, 2013.
Related Party Transactions:
During the year ended 31stMarch, 2016, company has not entered into any
Contracts and/or arrangements with related parties covered under section 188 of the
Companies Act, 2013.
Material Changes and Commitments:
There are no any material changes and commitments made between the financial years that
affect the financial position of the company.
Remuneration Policy:
The Board has, on the recommendation of the Nomination &Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
Risk Management Policy:
The Board of the Company has formed a risk management committee to frame, implement and
monitor the risk management plan for the Company. The committee is responsible for
reviewing the risk management plan and ensuring its effectiveness. The audit committee has
additional oversight in the area of financial risks and controls. Major risks identified
by the businesses and functions are systematically addressed through mitigating actions on
a continuing basis. The development and implementation of risk management policy has been
covered in the management discussion and analysis, which forms part of this report.
Policy on Prevention of Sexual Harassment:
The Company has formulated and implemented a policy for Prevention of Sexual Harassment
of Women at workplace. During the year under review, the Company has not received any
complaints under the policy.
Corporate Social Responsibility:
Company was not required to formulate policy on Corporate Social Responsibility as your
company is not falling with the provisions of Section 135 of Companies Act, 2013.
Declaration by independent directors:
The company has received necessary declaration from each independent director under
section 149(7) of the Companies Act, 2013,that he/she meets the criteria of independence
laid down in section 149(6) of the Companies Act, 2013 and clause 49 of the Listing
Agreement.
Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board
has carried out the annual performance evaluation of its own performance, of the Directors
individually, as well as the evaluation of the working of its Audit, Nomination &
Remuneration and other Committees of the Board. At the meeting of the Board, all the
relevant factors that are material for evaluating the performance of individual Directors,
the Board and its various Committees, were discussed. A structured questionnaire each, for
evaluation of the Board, its various Committees and individual Directors, was prepared and
recommended to the Board by the Nomination & Remuneration Committee, for doing the
required evaluation, after taking into consideration the input received from the
Directors, covering various aspects of the Boards functioning, such as adequacy of the
composition of the Board and its Committees, execution and performance of specific duties,
obligations and governance, etc.
A separate exercise was carried out to evaluate the performance of individual
Directors, including the Chairman of the Board, who were evaluated on parameters such as
level of engagement and contribution, independence of judgment, safeguarding the interest
of the Company and its minority Shareholders, etc. The performance evaluation of the
independent Directors was carried out by the entire Board. The performance evaluation of
the Chairman and non independent Directors was also carried out by the Independent
Directors at their separate meeting. The Directors expressed their satisfaction with the
evaluation process.
Details of Subsidiary/Joint Ventures/Associates:
Company has not any subsidiary company/Joint Ventures/Associates.
Fixed Deposits:
During the year under review, your Company did not accept any deposits within the
meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules,2014.
Significant and Material Orders Passed by the Regulators or Courts or Tribunals
impacting the Going Concern status of the Company:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company.
Acknowledgement:
The directors thank the Companys employees, customers, vendors, investors and academic
institutions for their continuous support. The directors also thank the government of
various countries, government of India, the governments of various states in India and
concerned government departments / agencies for their co-operation.
The directors appreciate and value the contributions made by every member of the dune
mercantile Limited.
|
By order of the Board of Directors |
| Place: Ludhiana |
For Dune Mercantile Limited |
| Date: 13th August, 2016 |
|
|
Harishkumar Panwar |
|
Director |
+91-9892691696
