Dune Mercantile Director Report

The Directors have pleasure in presenting their Annual Report of the

Company together with the Audited Accounts for the financial year ended

on 31st March, 2015 for your perusal, consideration and adoption.



State of Affairs of the Company:



(Amount in Rs. )



Particulars Current Year Previous year

2014-15 2013-14



Sales 28613021 5959084



other Income 2301155 112739



Less: Expenditure 30086663 5875857



Profit Before

Exceptional,

Extraordinary

Items & Taxation 827513 195966



Exceptional Items NIL NIL



Extra Ordinary Items NIL NIL



Profit/(Loss) before

Taxation 827513 195966



Less : Current Tax 247500 62,165



Less : Deferred Tax

Charge/ (Credit) NIL NIL



Profit/(Loss)

after Tax 580013 133801



Company''s Performance:



During the year under review, state of affairs of the company as

compared to the previous year. Your company earned a total income of

Rs. 3,09,14,176/- (Previous Year Rs. 60,71,823/-) and a net profit

after tax of Rs. 5,80,013/- as compared to net profit after tax of

1,33,801/- of previous year.



Dividend:



Your directors do not recommend any dividend for the current year.



Director:



Mrs. Surjeet Kaur is Director of the company resigned from his post as

Director w.e.f 17/02/2015. Board appreciates the valuable contribution

and guidance provided by him. Mr. Ankit Chandrakantbhai Patel retires

by rotation and being eligible has offered himself for re-appointment.



During the period the Board of Directors had appointed Ms. Pooja Kumari

as an Additional Women Director (Independent) of the Company w.e.f. 1st

April, 2015. The Company has received a notice from a member proposing

appointment of Ms. Pooja Kumari as an Independent Director. The Board

recommends passing of the resolution appointing Pooja Kumari as an

Independent Director of the Company for a period up to March 31, 2020,

not liable to retire by rotation 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 30, 2015, M/s Hemant

C.Parikh & Co., Chartered Accountants, has been 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 the Company.



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, 2015. 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:



Qualification/ Adverse Remark Explanation



As per Section-149 of Companies Act, As it is the new provision under

Companies 2013, company has not made Act, 2013, all listed companies

shall appoint appointment of woman Director. at least one woman

director into the Board, and the same shall be complied within one year

from 1st April 2014. However Company was not able to get a fit and

proper candidate for the same post. The Company did made sufficient

attempts to appoint Woman Director and made appointment w.e.f 1st

April,2015.



Board Meetings held during the year:



During the year 8 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, 2015, the applicable Accounting Standards had been

followed along with proper explanation relating to material departures.



- For the financial year ended March 31, 2015, 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, 2015.



- 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

2014-15. 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 Ludhiana Stock Exchange Limited

(LSE).



Corporate Governance & Management Discussion & Analysis:



A separate section on Corporate Governance and a Certificate from

Auditors of the company regarding compliance of conditions of Corporate

Governance as stipulated under clause 49 of the Listing Agreement

together with the 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 31st March, 2015, 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 31st March, 2015, 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 Clause 49 of

the Listing Agreement, the Board has carried out an annual performance

evaluation of its own performance, the directors individually as well

as the evaluation of the working of its Audit, Nomination &

Remuneration, Risk Management and Stakeholder Committees. The manner in

which the evaluation has been carried out has been explained in the

Corporate Governance Report.



Vigil Mechanism/ Whistle Blower Policy:



Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7

of the Companies (Meetings of Board and its Powers) Rules, 2014 and

Clause 49 of the Listing Agreement, the Board of Directors had approved

the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted

on the website of the Company. This Policy inter-alia provides a direct

access to the Chairman of the Audit Committee.



Your Company hereby affirms that no Director/ employee has been denied

access to the Chairman of the Audit Committee and that no complaints

were received during the year.



Brief details about the policy are provided on the Web site of the

Company www. dunemercantile.co.in 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 Company''s 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.



DATE : 20.05.2015 FOR AND ON BEHALF OF THE BOARD



PLACE: Ludhiana



Sd/-



ANKIT PATEL



(DIN : 06777684)



(Managing Director)