ANNEXURE - A INFORMA TION MEMORANDUM Dated: 04th of August, 2014

Dwitiya Trading Limited The Company was incorporated on August 19, 1978 under the Companies Act, 1956 as "B B Investments Limited" in the state of West Bengal and a Certificate of Incorporation was issued by the Registrar of Companies, West Bengal and the Corporate Identification Number (CIN) of the Company is L67120WB1978PLC031628. Later on Company changed its name from B B Investments Limited to Dwitiya Trading Limited Regd. Office: 2A, Ramanath Sadhu Lane, Kolkata-700007, Tel. No.: 033-3263-0981, Email ID: [email protected], Website: www.dwitiyatrading.com Contact Person: Deepika Sethia, Company Secretary; Tel. No.: 033-3263-0981, Email ID: [email protected] INFORMATION MEMORANDUM FOR LISTING OF 50,01,000 EQUITY SHARES OF RS.10/-EACH FULLY PAID UP GENERAL RISKS Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Dwitiya Trading Limited (Formerly known as B B Investments Ltd) unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of Dwitiya Trading Limited (Formerly known as B B Investments Ltd). For taking an investment decision, investors must rely on their own examination of the Company including the risks involved. ABSOLUTE RESPONSIBILITY OF DWITIYA TRADING LIMITED (FORMERLY KNOWN AS B B INVESTMENTS LTD) Dwitiya Trading Limited (Formerly known as B B Investments Ltd) having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to Dwitiya Trading Limited (Formerly known as B B Investments Ltd), which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Equity Shares of Dwitiya Trading Limited (Formerly known as B B Investments Ltd) which are listed on the Calcutta Stock Exchange Limited are proposed to be listed and traded on BSE Limited.

REGISTRAR & SHARE TRANSFER AGENT PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED Unit No. 9, Shiv Shakti Ind. Estate, J.R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai-400011 Tel: 022 2301 6761/8261, Fax: 022 2301 2517 Email ID :[email protected], Website : www.purvashare.com

TABLE OF CONTENTS I.

DEFINITIONS AND ABBREVIATIONS

II.

GENERAL

01

Presentation Of Financial, Industry And Market Data

03

Forward Looking Statements

04

III.

RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF

05

IV.

INTRODUCTION

V.

VI.

Summary of Business

06

Areas of Activity of the Company

07

Summary of Financial Information

08

General Information

14

Capital Structure

17

Disclosures

24

ABOUT THE COMPANY Our History and certain Corporate Matters

25

Our Management

27

Brief Profile of Directors

28

Corporate Governance Report

29

Management Discussion and Analysis

38

FINANCIAL INFORMATION Report of the Statutory Auditors, M/s R Das & Associates., Chartered Accountant Financial Statements

39 44

VII. OUTSTANDING LITIGATIONS

61

VIII. MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

62

IX.

OTHER INFORMATION Material Documents For Inspection

69

Declaration

70

SECTION I - DEFINITIONS AND ABBREVIATIONS Unless the context otherwise requires, in the Information Memorandum, all references to "Dwitiya", "we", "us", "our" and "the Company" are to Dwitiya Trading Limited (Formerly known as B B Investments Limited). Term "The Company" or "Dwitiya" or "we" or "us" or "our" AOA/Articles/Articles of Association

Auditors / Statutory Auditors

Description Dwitiya Trading Limited (Formerly known as B B Investments Limited) having its registered Office at 2A, Ramanath Sadhu Lane, Kolkata-700007 Article of Association of the Company, as amended from time to time, unless the context otherwise specifies The Statutory Auditors of the Company, M/s R. Das & Associates., Chartered Accountant.

Banker(s) to the Company

The Bankers of the Company, Federal Bank, Kolkata, West Bengal.

Board of Directors/ Board/ Directors

The board of directors of the Company or a committee constituted thereof, unless the context otherwise specifies BSE Limited The director(s) of the Company, unless otherwise specified. Equity shares of the Company of face value of Rs. 10 each, fully paid up, unless otherwise specified in the context thereof This document as filed with the Stock Exchanges is known as and referred to as the Information Memorandum

BSE / Bombay Stock Exchange Limited Director(s) Equity Shares

Information Memorandum

Memorandum/ Association Promoters

Memorandum

of

Promoter Group

Registered Office Registrar/ Registrar & Share Transfer Agent

The Memorandum of Association of Dwitiya Trading Limited (Formerly known as B B Investments Limited) The promoters of the Company. Includes such persons and entities constituting our promoter group in terms of Regulation 2 (l)(zb) of the SEBIICDR Regulations The registered office of the Company at 2A, Ramanath Sadhu Lane, Kolkata-700007 The Registrar & Share Transfer Agent of the Company, Purva Shareregistry (India) Private Limited

Abbreviations Term Act or Companies Act AGM AS AY BIFR CG CIN

Description The Companies Act, 1956, as amended from time to time Annual General Meeting Accounting Standards issued by the Institute of Chartered Accountants of India Assessment Year Board for Industrial and Financial Reconstruction Central government Corporate Identification Number

CDSL CSE Depositories Depositories Act DP/ Depository Participant EBITDA EGM EPS Financial year/fiscal/ FY HUF I. T. Act Indian GAAP Listing Agreement NA NAV

NSDL P/E Ratio PAN PAT PBT RoC Rs. RSE SCRA SCRR SEBI

SEBI Act SEBI Guidelines

State Government UIN

Central Depository Services (India) Limited The Calcutta Stock Exchange Limited NSDL and CDSL The Depositories Act, 1996 as amended from time to time A depository participant as defined under the Depositories Act, 1996 Earnings Before Interest, Tax, Depreciation and Amortisation Extraordinary General Meeting Earnings per Equity Share Period of twelve months ended March 31 of that particular year, unless otherwise stated Hindu Undivided Family The Income-tax Act, 1961, as amended from time to time, except as stated otherwise Generally Accepted Accounting Principles in India Listing agreement entered into by the Company with the Stock Exchanges Not Applicable Net Asset Value being paid up equity share capital plus free reserves (excluding reserves created out of revaluation) less deferred expenditure not written off (including miscellaneous expenses not written off) and debit balance of Profit and Loss account, divided by number of issued Equity Shares National Securities Depository Limited Price/Earnings Ratio Permanent Account Number allotted under the Income Tax Act, 1961 Profit after tax Profit before tax Registrar of Companies, West Bengal Indian Rupees Designated Regional Stock Exchange Securities Contracts (Regulation) Act, 1956, as amended from time to time Securities Contracts (Regulation) Rules, 1957, as amended from time to time The Securities and Exchange Board of India constituted under the SEBI Act, 1992, as amended from time to time Securities and Exchange Board of India Act 1992, as amended from time to time SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 including instructions and clarifications issued by SEBI from time to time. The government of a state of the Union of India Unique Identification Number

SECTION II - GENERAL

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions Unless otherwise specified or the context otherwise requires, all references to "India" in this Information Memorandum are to the Republic of India, together with its territories and possessions. Unless the context otherwise requires, all references to the "Company", "we", "us" and "our" refers to Dwitiya Trading Limited (Formerly known as B B Investments Limited). Financial Data Unless indicated otherwise, the financial data in this Information Memorandum is derived from our financial statements prepared in accordance with the Generally Accepted Accounting Principles in India ("Indian GAAP") and the Companies Act, 1956, as amended ("Companies Act") included elsewhere in this Information Memorandum. The financial year commences on April 1 and ends on March 31, so all references to a particular financial year are to the twelve-month period ended March 31 of that year. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. Currency of Presentation All references to "Rupees" or "INR" are to Indian Rupees, the official currency of the Republic of India. Industry and Market Data Unless stated otherwise, industry data and the market data used throughout this Information Memorandum have been obtained from industry publications, websites and other authenticated published data. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although, the Company believes that industry data used in this Information Memorandum is reliable, it has not been independently verified. Similarly, internal company reports, while believed by us to be reliable, have not been verified by any independent sources. The extent to which the market and industry data used in this Information Memorandum is meaningful depends on the readers familiarity with the understanding of the methodologies used in compiling such data. There are no standard valuation methodologies or accounting policies in the said industry in India and methodologies and assumptions may vary widely among different industry sources.

FORWARD LOOKING STATEMENTS

This Information Memorandum contains certain words or phrases, including, "will", "aim", "will likely result", "believe", "expect", "will continue", "anticipate", "estimate", "intend", "plan", "contemplate", "seek to", "future", "would", "objective", "goal", "project", "should", "will pursue" and similar expressions or variations of such expressions, that are forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forwardlooking statement. All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: • •

•

•

• • • • • •

General economic and business conditions in India and other countries. Our ability to successfully implement our strategy, our growth and expansion, our exposure to market risks that have an impact on our business activities or investments. The changes in monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices. The performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry. Changes in the value of the Rupee and other currencies. The occurrence of natural disasters or calamities. Change in political and social conditions in India. The Loss or shutdown of operations of the Company at any time due to strike. The Loss of our key employees and Staff. Our ability to respond to technological changes.

Absolute Responsibility of Dwitiya Trading Limited (Formerly Known as B B Investments Limited)

Dwitiya Trading Limited (Formerly Known as B B Investments Limited) having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Company, which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions are intentions misleading in any material respect.

SECTION III - RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF

Risk Factors The Company being a Trading Company is currently engaged in the Trading of Sarees in retail and wholesale market. The business of the Company largely depends on the consumers spending power. Any adverse trend in the industry, adverse trends in domestic business environment will have adverse impact on the performance of the Company. Any adverse changes in political and economic environment in India will have negative impact on business and performance of the Company. Changes in government policies national or state wise will have adverse consequences on the business of the Company.

Management Perception The Company, at present follows such rules, regulations and guidelines as may be applicable to a Trading Company. It follows and regularly complies with the guidelines issued by the Ministry of Corporate Affairs, Income Tax and Accounting Standards from time to time and will always strive to take due care to follow the same. Thus the applicability of such laws will have limited consequences upon business and performance of the Company. The Company follows a systematic process for planning and implementation of its strategies. The Company is exposed to specific risks that are particular to its business and the environment within which it operates. The measurement, monitoring management of risk remains key focus areas for the company. The Company has in built balancing business strategy/approach so as to ensure minimum effect on the business of the company in the adverse situations of political, economic scenario and government policies.

SECTION IV - INTRODUCTION

SUMMARY OF BUSINESS

In this section, unless the context requires otherwise, any reference to "we", "our" and "us" refers to the Company. OVERVIEW The Company was incorporated on August 19, 1978 under the Companies Act, 1956 as "B B Investments Limited" in the state of West Bengal. The Corporate Identification Number (CIN) of the Company is L67120WB1978PLC031628. The Registered Office of the Company is situated at 2A, Ramanath Sadhu Lane, Kolkata-700007 the Company made an Initial Public Offering of Shares in the year 1979. Later on company changed its name from B B Investments Ltd to Dwitiya Trading Ltd. The Equity share of the Company is listed on Calcutta Stock Exchange. Company's major activities are carried out at its Kolkata offices.

Page

6

Existing and proposed activities of the Company are within the scope of the Object Clause of our Memorandum of Association.

Areas of activity of the Company The Company is mainly operating under two areas:

Major areas of operation

Trading in Sarees Trading in Sarees

Trading in Sarees

Whole Sale Trade

Retailers

Corporate

Retail Trade

Customers

Outlets

The company is mainly into Trading in sarees. The company has a wide variety of sarees from plain to designer and cotton to silk. The main object of the company is to cater to the growing industry and offer its products to all the age groups. The company is slowly progressing towards becoming a one stop shop for all the retailers. The company is planning to venture into trading of other merchandise products through the existing chain of Wholesellers and retailers.

SUMMARY OF FINANCIAL INFORMATION The following table provides a summary of financial information derived from the financial statements as of and for the financial year 2013, 2012 and 2011. These financial statements have been prepared in accordance with the Indian GAAP and the Companies Act, 1956. The summary of financial information presented below should be read in conjunction with the financial statements, the notes and annexures thereto on page no 34. Summary Statement of Standalone Assets and Liabilities (Rs. In Lacs) Particulars 2013

As at 31 March 2012

2011

Non-current assets Fixed Assets Gross Block Less: Deprecation Net Block Non-Current Investment Other Non-Current Assets Total

4.58 4.27 0.31 318.07 0.12 318.50

4.58 4.19 0.39 14.20 0.13 14.72

4.58 4.08 0.50 0.10 0.60

Current Assets Inventories Sundry Debtors Cash & Bank Balance Loans & Advances Other Current Assets Total

1.00 132.85 10.37 302.90 447.12

1.00 97.39 4.43 25.60 128.42

1.00 1.62 39.71 42.33

Liabilities & Provision Secured Loans Unsecured Loans Current Liabilities & Provision Total

238.29 238.29

96.01 96.01

0.79 0.79

Net Worth Share Capital Share Application Money Reserve & Surplus Total

21.00 480.00 26.32 527.32

21.00 26.13 47.13

21.00 25.71 46.71

Summary Statement of Standalone Profit and Loss Account Particulars

(Rs. In Lacs) For the year ended 31 March 2013 2012 2011

Income Income from services/sales Other Income Total

127.31 1.76 129.07

97.40 2.14 99.54

0.22 2.95 3.17

Expenditure Purchase Administrative & Other Exp. Depreciation & Amortization Expenses Total

121.28 4.44 3.11 128.83

95.64 3.50 0.11 99.25

2.89 0.14 3.03

0.24 0.05 0.01 0.18

0.29 0.29 0.00 (0.13) 0.42

0.14 0.14 0.01 0.13

0.09

0.17

0.06

Profit before Exceptional items and tax Exceptional Items Profit before tax Provision for Taxes Provision for Deferred Taxes Net Profit after tax Earnings Per Share

0.24

Summary Statement of Standalone Cash Flow

Particulars Cash flow from operating activities Net profit/loss before tax Adjustment for: Depreciation/Amortisation Fixed Asset Written off Interest Received Operating Cash flows before working Capital changes Adjustment for: Decrease/(Increase) in Stock in Trade Decrease/(Increase) in trade Receivables

(Rs. In Lacs) For the year ended 31 March 2013 2012 2011 0.18

0.41

0.13

0.08 1.70 (1.44)

0.10 2.09 (1.58)

0.14 2.90 (2.63)

(92.82)

(0.22) 0.23

(35.45)

Increase /(decrease) in trade payables Cash generated from / (used in) operating activities before taxes Direct taxes paid Net cash generated from / (used in) operating activities [A] Cash flows from investing activities Purchase of Non-Current Investment Disposal of Investment Net cash used in investing activities [B] Cash flows from financing activities: Share Application Money Received Decrease/(Increase) in Loans & Advances Interest (Paid)/ Received Net cash generated from / (used in) financing activities fC]

142.24 105.35

95.22 0.82

(2.52)

0.06 105.41

(0.13) 0.69

0.02 (2.50)

303.87 -

14.10 (14.10)

-

14.11 2.10

(303.87)

0.11

480.00 (277.30) 1.69 204.39

16.21

0.90 2.90 3.80

Net increase / (decrease) in cash and cash equivalents [A+B+C]

5.94

2.80

1.30

Cash and cash equivalents at the beginning of the year / period

4.43

1.62

0.32

Cash and cash equivalents at the end of the year / period

10.37

4.43

1.62

Total Cash and Cash Equivalent

10.37

4.43

1.62

Summary Statement of Consolidated Assets and Liabilities (Rs. In Lacs) Particulars

As at 31 March 2013

2012

4.58 4.27 0.31

4.58 4.19 0.39

Non-Current Investment Other Non-Current Assets

308.56 0.12

12.00 0.13

Total

308.99

12.52

Current Assets Inventories Sundry Debtors Cash & Bank Balance Loans & Advances

1.00 132.85 19.68 302.90

1.00 97.39 6.31 25.60

Other Current Assets

-

-

456.43

130.30

-

-

Current Liabilities & Provision

238.62

96.04

Total

238.62

96.04

Net Worth Share Capital Share Application Money

21.00 480.00

21.00 -

Reserve & Surplus

25.80

25.78

Total

526.80

46.78

Non-current assets Fixed Assets Gross Block Less: Deprecation Net Block

Total Liabilities & Provision Secured Loans Unsecured Loans

Summary Statement of Consolidated Profit and Loss Account Particulars Income Income from services/sales Other Income Total

(Rs. In Lacs) For the year ended 31 March 2013 2012 127.31

97.40

2.74

2.17

130.05

99.57

Expenditure Purchase

121.28

95.64

Administrative & Other Exp.

4.56

3.54

Depreciation & Amortization Expenses

3.91

0.45

129.76

99.62

Profit before Exceptional items and tax Exceptional Items

0.29 -

(0.05) -

Profit before tax

0.29

(0.05)

Provision for Taxes

0.27

0.08

Provision for Deferred Taxes

0.01

(0.13)

Net Profit after tax

0.01

(0.00)

Earnings Per Share

0.01

(0.00)

Total

Summary Statement of Consolidated Cash Flow Particulars Cash flow from operating activities Net profit/loss before tax Adjustment for: Depreciation/Amortisation Fixed Asset Written off Interest Received Operating Cash flows before working Capital changes Adjustment for: Decrease/(Increase) in Stock in Trade Decrease/(Increase) in trade Receivables

(Rs. In Lacs) For the year ended 31 March 2013 2012 0.01

0.07

0.08 1.70 (1.60)

0.11 2.09 (1.91)

(35.45)

(92.82)

Increase /(decrease) in trade payables Cash generated from / (used in) operating activities before taxes Direct taxes paid Net cash generated from / (used in) operating activities [A] Cash flows from investing activities Purchase of Non-Current Investment Disposal of Investment Net cash used in investing activities [B]

142.31 105.25

95.22 0.51

0.28 105.53

(0.13) 0.38

296.56 -

11.90 (11.90)

(296.56)

Cash flows from financing activities: Share Application Money Received Decrease/(Increase) in Loans & Advances Interest (Paid)/ Received Net cash generated from / (used in) financing activities fC]

480.00 (277.30) 1.69 204.39

14.11 2.10

Net increase / (decrease) in cash and cash equivalents [A+B+C]

13.37

4.69

Cash and cash equivalents at the beginning of the year / period

6.31

1.62

Cash and cash equivalents at the end of the year / period

19.68

6.31

Total Cash and Cash Equivalent

19.68

6.31

16.21

GENERAL INFORMATION The Company was incorporated on August 19, 1978 under the Companies Act, 1956 as "B B Investments Limited" in the state of West Bengal and the Corporate Identification Number (CIN) of the Company is L67120WB1978PLC031628. Later on company changed its name from B B Investments Ltd to Dwitiya Trading Ltd. Registered Office of the Company 2A, Ramanath Sadhu Lane, Kolkata, West Bengal -700007 Tel. No: 033-3263-0981, Email ID: [email protected], Website: www.dwitiyatrading.com Address of Registrar of Com.panies The Company is registered with the Registrar of Companies, West Bengal, Kolkata, situated at the following address: Nizam Palace 2nd MSO Building 2nd Floor, 234/4, A.J.C.B. Road Kolkata - 700020 Tel: 033-2287 7390 Fax: 033-2290 3795 Email ID: [email protected] Board of Directors The Board of Directors comprises of: Name and DIN

Category

Age (years)

Mr. Ganga Dhar Sail DIN:01224254

Managing Director

58

196C, C.R. Avenue, Kolkata-700007

Mr. Suresh Kumar Dalmia DIN:02250000 Mr. Girdhari Lal Dalmia DIN : 02250164

Independent Director Independent Director

58

2A, Ramanath Sadhu Lane, Kolkata700007 2A, Ramanath Sadhu Lane, Kolkata700007

80

Address

Compliance Officer Mrs. Deepika Sethia 2A, Ramanath Sadhu Lane, Kolkata-700007 Email ID: [email protected], Share Transfer Agents: Purva Sharegistry (India) Pvt. Ltd Unit No. 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai-400011 Tel: (022) 23016761/8261 Email ID: [email protected] Website: www.purvashare.com Bankers to the Company The Federal Bank, 21A, Shakespeare Sarani, 1st Floor, Kolkata, West Bengal - 700017 Email:[email protected] Website: www.federalbank.co.in Statutory Auditors R. Das & Associates 23/A/B, Allenby Road, Kolkata, West Bengal -700020 Firm Registration No: 318161E Email ID: [email protected] Eligibility Criterion The Company is submitting its Information Memorandum, containing information about itself, making disclosures in line with the disclosure requirement for direct listing, as applicable, to BSE for making the said Information Memorandum available to public through their website viz. www.bseindia.com.

Prohibition by SEBI The Company, its directors, its promoters, other companies promoted by the promoters and companies with which the Company's directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI. Filing Copies of this Information Memorandum have been filed with BSE in due compliance. Listing The Equity Shares of the Company are listed on the Calcutta Stock Exchange. Now the Equity Shares of the Company shall be admitted for direct listing on BSE Limited (BSE) subject to fulfillment of listing criteria of direct listing of BSE and also subject to such other terms and conditions as may be prescribed by BSE at the time of the application by the Company seeking listing. Dem at Credit The Company has executed Tripartite Agreements with both the depositories i.e. NSDL and CDSL for admitting its securities in demat form and have allotted ISIN: INE222P01010. General Disclaimer from the Company The Company accepts no responsibility for statement made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner. Disclaimer Clause of BSE As required, a copy of this Information Memorandum is being submitted to BSE. The BSE does not in any manner: • warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or • warrant that this Company's securities will be traded or will continue to be traded on the BSE; or • take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company; and it should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by the BSE. Every person who desires to acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

C A P IT A L S T R U C TU R E - Our share capital as of the date of this Information Memorandum is set forth below: Sr. Particular s No. A A uth ori sed Share C apit al: 50,50,000 equity shares of Rs. 10 each B

C

A g greg ate No mi n al Val ue 5,05,00,000

Issue d, Su bscri be d a nd P ai d up Ca pit al 50,10,000 equity shares of Rs. 10 each

5,01,00,000 Nil

Calls in arrear

Buil d up Hist or y of Pai d- up C apit al D ate of No. of Fa ce Issue Allo t me nt Equit y Val u Price Sha re s e (In (In allotted Rs.) Rs.)

700

10

10

Cash

W het h e r issue d at Premi u m or Disc ou nt No

04/12/1978

83,300

10

10

Cash

No

NA

84,000

840000

05/05/1979

1,26,000

10

10

Cash

No

NA

2,10,000

2100000

10/05/2013

48,00,000

10

10

Cash

No

NA

50,10,000

50100000

On Incorporation^ (19/08/1978)

C o nsi de ra ti on

Sh a re s Fo rf ei ted

C u m u l at ive n u m b er of equity share s

C um ul ati ve Pai d up Ca pital (In Rs.)

NA

700

7000

^Allotment of 700 equity shares pursuant to the subscription to the Memorandum of Association

Distribution of Shareholding (By Size) as on March 31, 2014

Particulars Up to 50000

Shareholders Number % of total 97.21 553

Equity shares Number % of total 210000 4.19

50001 to 100000

NIL

NA

NIL

NA

100001 to 150000

NIL

NA

NIL

NA

150001 to 200000

NIL

NA

NIL

NA

200001 & 250000

NIL

NA

NIL

NA

250001 & Above Total

16 569

2.79 100.00

4800000 5010000

95.81 100.00

Shareholding pattern of the Company as on March 31, 2014

(l)(a)Statement showing Shareholding Pattern Name of the Company: Dwitiya Trading Limited (Formerly Known as B B Investments Limited) Scrip Code: 12119 Name of the scrip: BBINVST Class of security: Equity shares Shareholding Pattern As on 31.03.2014 Partly paid-up shares No. of partly As a % of total no. of As a % of total no. of shares of the Company paid-up shares partly paid-up shares Held by promoter/promoter group Held by public Total Outstanding convertible securities

Held by promoter/promoter group Held by public Total Warrants

Held by promoter/promoter group Held by public Total Total paid-up capital of the Company, assuming full conversion of warrants and convertible securities

No. of outstanding securities No. of warrants

-

As a % of total no. of outstanding convertible securities

As a % of total no. of shares of the company, assuming full conversion of the

Asa% of total no. of warrants

As a % of total no. of shares of the company, assuming full conversion of warrants -

50,10,000

-

No. of shareholders (HI)

Category Code (I)

Total No. of shares (IV)

No. of shares held in demat form (V)

Total shareShares pledged holding as a or otherwise percentage of encumbered total number of shares

Category of Shareholder

(A) (1) (a) (b) (c) (d) (e) (2) (a) (b) (c) (d) (e)

(B) (1) (a) (b) (c) (d) (e) (f) (g) (h) (i)

Shareholding of Promoter and Promoter Group Indian Individuals/Hindu Undivided Family Central Government/State Government(s) Bodies Corporate Financial Institutions/Banks Any Other (specify) Sub-Total (A)(l) Foreign Individuals (Non-Resident Individuals/Foreign Individuals) Bodies Corporate Institutions Qualified Foreign Investor Any Other (specify) Sub-Total (A)(2) Total Shareholding of Promoter and Promoter Group Public shareholding Institutions Mutual Funds/UTI Financial Institutions/Banks Central Government/State Venture Capital Funds Insurance Companies Foreign Institutional Investors Foreign Venture Capital Qualified Foreign Investor Any Other Sub-Total (B)(l)

As a %of (A+B +C) (VII)

As a %of (A+ B)

10

42,900

42,900

0.86

-

-

-

-

-

42,900 -

42,900 -

10

42,900

-

-

10

-

-

As a % (IX)=( VIII)/( IV)xl0

No. of shares

0.86

-

-

-

-

-

0.86 -

0.86 -

-

-

42,900

0.86

0.86

-

-

-

-

-

-

-

-

-

-

-

-

(2)

Non-institutions

(a) (b)

Bodies Corporate Individualsi) Individual shareholders holding nominal share capital upto Rs. 1 lakh. ii) Individual shareholders holding nominal share capital in excess of Rs.llakh.

4810900 4200000

96.03 96.03

527

153650

50

3.07

3.07

-

-

-

-

-

22

-

-

(c)

Qualified Foreign Investor

-

-

-

-

-

-

-

(d)

Any Other (please specify) Hindu Undivided Family

10

2550

50

0.05

0.05

-

-

Sub-Total (B)(2)

559

4967100

4200050 99.14

99.14

-

-

Total Public Shareholding (B)=(B)(1)+(B)(2)

559

4967100

4200050 99.14

99.14

-

-

TOTAL (A)+(B) Shares held by Custodians and against which Depository Receipts have been issued

569

5010000

4242950

100

100

-

-

Promoter and Promoter Group Public GRAND TOTAL (A)+(B)+(C)

569

5010000

4242950

100

100

-

-

(C)

(1) (2)

(1) (b) Statement showing holding of securities (including shares, warrants, of persons belonging to the category " Promoter and Promoter Group" Sr. Name of the Details of shares Encum Details of No shareholder Held bered Warrants shares (*) Number As a % grand Total (A+B+

(I)

(I)

(III)

As a % Numb As a age er of %of warra total nts numbe held rof warra nts of the same class

(IV) (VI)=(V) /(III)xlO 0

(VIII)

(IX)

convertible securities) Details of Convertible Securities

Numb er of Conve Rtible Secure Ties Held

(X)

Total shares (including Underlying shares assuming As a % of full conversion total of warrants number Convertible Of securities) as a convertib % of diluted Le share capital securities of the same class (XI)

(XII)

1

ALOK TODI

4200

0.08

2

4250

0.08

3

GEETA DEVI SHARMA PRITI SHARMA

4500

0.09

4

VIKASH GOYAL

4250

0.08

5

3800

0.08

4500

0.09

4250

0.08

4450

0.09

9

KISHAN CHOUDHARY PANKAJ KUMAR AGARAL YASH KISHORE SARAOGI AMIT KUMAR MAHATO MANISH DALMIA

4500

0.09

10

SOMITRA TRIVEDI

4200

0.08

42900

0.86

6 7 8

Total

-

-

-

-

-

(1) (c) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category "Public" and holding more than 1% of the (i) total number of shares Sr. No.

1 2 3 4 5

Name of the shareholder

MANDHANA COMMOTRADE PVT LTD UMANG WEBTECH PVT LTD NAMRATA DEALMARK PVT LTD ANUNEET DEALMARK PVT LTD ANUNAY COMMOSALE PVT LTD

Number of shares

Shares as a Details of percentage of total

Details of convertible securities

Total shares (including

number ot Number As a % shares of of total {i.e., Grand warrant number Total s held of (A)+(B)+(C) warrant indicated in s of the Statement at same para (l)(a) class above}

Num % w.r.t. ber of total conve number rtible convertib secur el ities of the held same

underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

300000

5.99

-

-

-

-

300000 300000

5.99 5.99

-

-

-

-

300000

5.99

-

-

-

-

300000

5.99

-

-

-

-

6

300000

5.99

-

-

-

-

300000

5.99

-

-

-

-

300000

5.99

-

-

-

-

300000

5.99

-

-

-

-

300000

5.99

-

-

-

-

11 SKYVIEW AGENCY PVT

5.99

-

-

-

-

12

300000 LIMITED LEOLINE PROPERTIES PVT 300000 LTD

5.99

-

-

-

-

300000

5.99

-

-

-

-

14 ESCORTS VINCOM PVT LTD 300000 300000 15 ARUNESH COMMOSALE

5.99 5.99

-

-

-

-

5.99

-

-

-

-

7 8

9

KINETIC COMMOSALES PVT LTD MERLIN COMMOSALE PVT LTD SAFELIFT MERCHANTS PVT LTD NETTLE TRADELINK PVT

10 MORTAL REALESATATE

13 VIRTUAL VINTRADE PVT LTD

PVT LTD

16 DELUXE COMMOTRADE

300000

PVT LTD

Total

48,00,000 95.81

-

-

-

-

(1) (c) Statement showing holding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category "Public" and holding (ii) more than 5% of the total number of shares of the company Sr. Name(s) of the No. shareholder(s) and the Persons Acting

Number of shares

Shares as A percentag C A.

in Concert (PAC) with them

A.

Details of warrants

Details of convertible securities

Total shares (including

1

e oi total Numbe As a % number Rof of total of shares Warra numbe {i.e., Nts rof Grand Held warran Total tsof (A)+(B)+ the (C) same indicated class In Statement at para (l)(a) above}

Number of convert ible securiti es held

SAME AS MENTIONED IN POINT 1(c) ABOVE

% underlyin w.r.t. g shares total assuming numb full er of conversion conve of rtible warrants and securi ties of convertible the securities) Same as a % of class diluted share capital

(1) (d) Statement showing details of locked-in shares Sr. Name of the shareholder Number of No. locked-in shares 1

MANDHANA COMMOTRADE PVT LTD

300000

2 3 4 5 6 7 8 9 10 11 12 13 14 15 16

UMANG WEBTECH PVT LTD NAMRATA DEALMARK PVT LTD ANUNEET DEALMARK PVT LTD ANUNAY COMMOSALE PVT LTD KINETIC COMMOSALES PVT LTD MERLIN COMMOSALES PVT LTD SAFELIFT MERCHANTS PVT LTD NETTLE TRADELINK PVT LTD MORTAL REALESTATE LTD SKYVIEW AGENCY PVT LTD LEOLINE PROPERTIES PVT LTD VIRTUAL VINTRADE PVT LTD ESCORTS VINCOM PVT LTD DELUXE COMMOTRADE PVT LTD ARUNESH COMMOSALE PVT LTD Total

300000 300000 300000 300000 300000 300000 300000 300000 300000 300000 300000 300000 300000 300000 300000 4800000

Locked-in shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (l)(a)above.} 5.99 5.99 5.99 5.99 5.99 5.99 5.99 5.99 5.99 5.99 5.99 5.99 5.99 5.99 5.99 5.99 95.81

(II) (a) Statement showing details of Depository receipts (DRs) Sr. No.

Type of outstanding DR (ADRs, GDRs, SDRs, etc.

Number of shares underlying outstanding DRs

Shares underlying outstanding DRs as a percentage of total number of shares{i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (1) (a) above}

Nil

Nil

Nil1

(II) (b) Statement showing Holding of Depository Receipts (DRs), where underlying shares held by 'promoter / promoter group' are in excess of 1% of the total number of shares Sr. No.

Name of the DR holder

Type of outstanding DR (ADRs, GDRs, SDRs, etc.

Number of shares underlying outstandin DRs Nil

Shares underlying outstanding DRs as a percentage of total number of shares{i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (1) (a) above}

List of Top 10 Shareholders as on March 31, 2014 Sr. No.

Name of the Shareholder

No. of Shares

%

1

MANDHANA COMMOTRADE PVT LTD

300000

5.99

2 3 4 5 6 7 8 9 10

UMANG WEBTECH PVT LTD

300000

5.99

NAMRATA DEALMARK PVT LTD ANUNEET DEALMARK PVT LTD

300000 300000

5.99 5.99

ANUNAY COMMOSALE PVT LTD

300000

5.99

KINETIC COMMOSALE PVT LTD MERLIN COMMOSALE PVT LTD SAFELIFT MERCHANTS PVT LTD

300000 300000 300000

5.99 5.99 5.99

NETTLE TRADELINK PVT LTD MORTAL REALESTATE LIMITED

300000 300000 3000000

5.99 5.99 59.9

TOTAL

(III) Statement showing Cash Bonus Sr. No. Financial Year 2003-04 1 2004-05 2 2005-06 3 2006-07 4 2007-08 5 2008-09 6 2009-10 7 2010-11 8 2011-12 9 2012-13 10

Cash Bonus Nil Nil Nil Nil Nil Nil Nil Nil Nil

TOTAL

Nil Nil

Disclosures: 1. No dividend has been paid during the last 10 years. 2. The Company has not entered into any agreements (including agreements for technical advice and collaboration), concessions and similar other documents (except those entered into in the ordinary course of business carried on or intended to be carried on by the company). 3. No commission, brokerage, discount or other special terms including an option for the issue of any kind of securities has been granted to any person. 4. There are no outstanding warrants which are pending for conversion.

,SECTION V - ABOUT THE COMPANY OUR HISTORY AND CERTAIN CORPORATE MATTERS

The Company was incorporated on August 19, 1978 under the Companies Act, 1956 as "B B Investments Limited" in the state of West Bengal and the Corporate Identification Number (CIN) of the Company is L67120WB1978PLC031628. Later on company changed its name from B B Investments Ltd to Dwitiya Trading Ltd. The Company engaged in Trading of Sarees as its principal business. The Equity share of the Company is listed on Calcutta Stock Exchange. Situation of Registered Office Registered office of the Company is situated at 2A, Ramanath Sadhu Lane, Kolkata-700007. Main Objects of the Company •

To Carry on, as its principal business, the business of Investment Company and to invest in and acquire by original subscription, purchase, exchange or otherwise and hold otherwise deal in shares, stocks, debentures, debentures-stocks, bonds, obligations and securities issued or guaranteed by any company constituted or carrying on business in India or elsewhere and debentures, debentures stocks, bonds obligations and securities issued or guaranteed by a any government, State, Dominions or Sovereign, Publis Body or Authority Supreme, Municipal, Local or otherwise whether in India or elsewhere and to vary, sell, exchange, transfer, alienate or otherwise dispose of such investments and carry on the business of financiers, money lenders an guarantors.

•

To carry on the business of investors, guarantors, underwriters, financiers and general agents and to borrow or take deposits of money on interest or otherwise from any individual, person, trust, institution, firm, company, local authority, bank, insurance company and financial corporation and advance, lend or deposit any such money to or with any person with or without interest or security including current or deposit account with any bank or banks, other person or persons upon such items, conditions and manner as may from time to time be determined provided that the company shall not carry on the business of banking as defined under the Banking Companies Act, 1949.

•

To acquire by purchase, lease, exchange or otherwise land, buildings and hereditaments or description situate in India or elsewhere and estate or interest therein , any rights over or connected with the land or situate and to turn the same to account as may seem expendient and in particular by preparing building sites and by constructing, reconstructing, altering, improving, decorating, furnishing and maintaining offices, flats, houses, factories warehouses, shops, wharves, buildings, works and conveniences of all kinds and by consolidating or connecting or sub-dividing properties and by leasing and disposing of the same and generally to deal in immovable properties of all descriptions and tenures by purchase and sale or otherwise as may be necessary or thoughts proper.

•

To purchase, take on lease, or otherwise acquire any mines, mining rights and metalleferous land anywhere in India and to search, prospect, win, work, get, raise, quarry, smelt, refine, dress, manufacture, cut, manipulate, convert, make merchantable, sell, buy, export and import or otherwise deal in mica, its products and by-products.

•

To carry on all or any of the business of as buyers, sellers, traders, distributors, merchants, agents, franchisee; dealers, C & F agents, various types of agencies, network marketing & marketing associates of household goods, consumer able durable items, industrial goods of all kinds and merchandise.

Major events Year

Event

1978

Incorporation of the Company.

1979

Initial Public Offering

2013

Issue of equity shares on preferential basis to non promoters.

2013

Name Change of Company

Subsidiaries The Company has Eight Wholly Owned subsidiaries but the company is not subsidiary of any company as on date of this Information Memorandum. The Name, Address and Directors of the Subsidiary Companies are as follows Name Jasdeep Tradecom Pvt. Ltd Ikroop Vanijya Pvt. Ltd Kairavi Dealtrade Pvt. Ltd Mastak Dealers Pvt. Ltd Manomay Vincom Pvt. Ltd Niral Dealmark Pvt. Ltd Ogan Dealtrade Pvt.Ltd Ogan Vincom Pvt. Ltd

Address 2A, Ramanath Sadhu Lane, Kolkata-700007 2A, Ramanath Sadhu Lane, Kolkata-700007 2A, Ramanath Sadhu Lane, Kolkata-700007 2A, Ramanath Sadhu Lane, Kolkata-700007 74, Jamunalal Bazar Street, Kolkata-700007 74, Jamunalal Bazar Street, Kolkata-700007 8, Nayapatty Road, Kolkata-700055 196C, C. R. Avenue, Kolkata-700007

Director Ganga Dhar Sail

Director Suresh Kumar Dalmia

Manish Jani

Pankaj Sharma

Manish Jani

Pankaj Sharma

Manish Jani

Pankaj Sharma

Vinay Agarwal

Rajesh Sharma

Vinay Agarwal

Rajesh Sharma

Manish Dalmia

Rajiv Kumar Jha

Raj Kumar Sharma

Sharwan Kumar Sarraf

All Subsidiary Companies are not listed in any stock exchange.

OUR MANAGEMENT The following table sets forth details of our Board as on the date of this Information Memorandum: Name, Designation, Address, Nationality, PAN and DIN Mr. Ganga Dhar Sail Managing director

Age (years) 58

Date of Address Appointment as Director 25/01/2012 196/C, C. R. Avenue, Kolkata, West Bengal - 700 007

Nationality: Indian PAN: AUGPS3281H DIN: 00402199 Mr. Suresh Kumar Dalmia Independent Director

58

25/01/2012

2A, Ramanath Sadhu Lane, Kolkata-700007

PAN: ADNPD1943P DIN:02250000 Mr. Girdhari Lal Dalmia Independent Director PAN: ADSPD3551E DIN : 02250164

80

26/02/2014

2A, Ramanath Sadhu Lane, Kolkata-700007

Brief Profiles of the Directors Mr. Ganga Dhar Sail Mr. Ganga Dhar Sail is the Managing Director of the Company. He is a commerce graduate and possesses experience of over 25 years in the field of Capital Market, Financial Sector and Business Strategy. He is a also experience of over 10 years in the field of Garments & Merchandise. Mr. Sail is associated with the company as director since 25/01/2012 and has been appointed as Managing Director on 27/09/2013 for a period of 3 years. Mr. Suresh Kumar Dalmia Mr. Suresh Kumar Dalmia has been associated with the Company as Director since 25/01/2012. He is an Independent Director. He is a commerce graduate and having enriched experience of over 25 years in Financing, Business Advisory Services. Mr. Girdhari Lal Dalmia

Page

28

Mr. Girdhari Lal Dalmia has been associated with the Company as Director since 26/ 02/2014. He is an Independent Director. He is having enriched experience of over 30 years in Financing, Business Advisory Services.

Corporate Governance Report Clause 49 of the Listing Agreement of the Stock Exchanges in India stipulates the norms and disclosure standards that have to be followed on the Corporate Governance front by all listed Companies in India.

Our Governance Philosophy: Good corporate governance structures encourage companies to create value through an entrepreneurial spirit, innovation, development and exploration and provide accountability and control systems commensurate with the risks involved. The Company’s philosophy of Corporate Governance is to achieve business excellence by enhancing the long-term welfare of all its stakeholders. An effective corporate governance process is established when an open and transparent relationship exists between (and among) the Board of Directors, the shareholders and the executive management of the Company. When each one is engaged with and responsive to the others, a strong foundation for good corporate governance can be set.

The Governance Structure: Board of Directors: Composition of the Board The composition of Board is in compliance with the requirements of Clause 49 (IA) i.e. combination of executive and non-executive directors with not less than fifty percent of the Board of Directors comprising of non-executive directors. The composition of the Board and other relevant details relating to Directors during the period 1st April, 2013 to 20th March, 2014 is as under: SL. No.

Name of the Director

Category of Directorship

Executive

of other No. of other No. Committee Directorship ** Members/ Chairman Nil Nil

1.

Mr. Ganga Dhar Sail

2.

Mr. Suresh Kumar Dalmia

Independent

Nil

Nil

3.

Mr. Pankaj Sharma

Independent

Nil

Nil

4.

Mr. Manish Jani

Executive

Nil

Nil

5.

Mr. Girdhari Lal Dalmia

Independent

Nil

Nil

**Excluding directorship in, private companies, foreign companies and companies incorporated under Section 25 of the Companies Act, 1956 1) The Company did not have any pecuniary relationship and transaction with any of the Non- Executive Directors during the year under reference 2) All Independent Directors have confirmed that they meet the “independence” criteria as mentioned under Clause 49 of the Listing Agreement 3) Mr. Girdhari Lal Dalmia was appointed as independent director of the Company w.e.f 26th February, 2014 4) Mr. Pankaj Sharma and Mr. Manish Jani resigned on 27th February, 2014

The Board of Directors duly met 9 (Nine) times respectively on 10/05/2013; 24/05/2013; 10/08/2013; 27/09/2013; 03/10/2013; 14/11/2013; 05/12/2013; 21/01/2014 and 26/02/2014 in respect of which meetings proper Notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The information as required under Annexure 1A of Clause 49 of the listing agreement is being regularly placed before the Board. The Board also references the declaration made by the Executives of the Company regarding compliance with all laws applicable to the Company on a quarterly basis. Attendance of each Director at the Board of Directors meetings during the year and at the last Annual General Meeting is as indicated below: Sr. No. Name of Director Board Meeting Whether Attended the Previous AGM Attended out of 9 meetings of the Board of Directors 1. Mr. Ganga Dhar Sail 9 Yes 2. Mr. Suresh Kumar Dalmia 8 Yes 3. Mr. Pankaj Sharma 8 Yes 4. Mr. Manish Jani 5 Yes 5. Mr. Girdhari Lal Dalmia 0 No *Mr. Pankaj Sharma and Mr. Manish Jani resigned on 27th February, 2014 C.

Board Committees:

Our Company has three major Board level Committees: i. Audit Committee ii. Shareholders/ Investor Grievance Committee iii. Remuneration Committee All the decisions pertaining to the constitution of the Committees, appointment of members and fixing of terms of reference for the Committee is taken by the Board of Directors. Recommendations of the committees are submitted to the entire Board for approval. Details on the role and composition of these Committees, including the number of meetings held during the financial year and the attendance of the members at these meetings, are provided below:

i.

Audit Committee

The Audit Committee was reconstituted on 26th February, 2014: Mr. Girdhari Lal Dalmi -Chairman Mr. Suresh Kumar Dalmia -Member Mr. Ganga Dhar Sail -Member Terms of Reference The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to any Government Body or to the investors or the public; the company’s system of internal controls regarding finance, accounting and legal compliances that the Management and the Board have established. The terms of reference of Audit Committee include inter-alia the following: • Oversee the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. • Recommending the appointment and removal of statutory and internal auditors (if required), fixation of audit fee and also approval for payment for any other services. • Reviewing with the Management the quarterly, half-yearly and the annual financial statements before submission to the Board, focusing primarily on: - Any changes in accounting policies and practices. - Major accounting entries based on exercise of judgment by the Management. - The going-concern assumption. - Compliance with accounting standards. -Compliance with Stock Exchange(s) and Legal requirements concerning financial statements. - Any related party transactions, i.e. transactions of the Company of material nature, with Promoters or the Management, or relatives etc. that may have potential conflict with the interest of the Company at large. • Reviewing with the Management, statutory and internal auditors, the adequacy and compliance of internal control systems. • Reviewing the adequacy of internal audit function & reporting structure. • Reviewing the findings of any internal investigations by any authority into matters where they are suspected of any fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. • Discussion with statutory auditors about the scope of audit as well as have post -audit discussion to ascertain any area of concern. • Reviewing the company’s financial and risk-management policies. • To look into the reasons for substantial defaults in the payment to the lenders, shareholders (in case of non-payment of declared dividends) and other creditors.

The terms of reference of this Committee are very wide. It is empowered to reference Financial Statements, management analysis, material individual transactions with related parties not in normal course of business or which are not on an arm’s length basis. Generally all items listed in Clause 49II D of the Listing Agreement are covered in the terms of reference. The Audit Committee has been granted powers as prescribed under Clause 49 II C. Legal Compliance Reporting As required under Clause 49 of the Listing Agreement, the compliances of various laws applicable to the Company are also reviewed. Audit Committee attendance for the period 01/04/2013- 20/03/2014 The Committee had Five meetings during the period under reference, i.e. 10th May, 2013; 24th May, 2013; 10th August, 2013; 14th November, 2013 and 21st January, 2014. The names of the Directors who are/were members of the Audit Committee during the year under reference and their attendance at Audit Committee Meetings are given below: Name of the Director

No. of Meetings Held (during his tenure) Attended

Mr. Girdhari Lal Dalmia Mr. Suresh Kumar Dalmia Mr. Ganga Dhar Sail Mr. Pankaj Sharma ** Mr. Pankaj Sharma resigned on 27th February, 2014 ii. Shareholders/Investor Grievance Committee

0 5 5 5

0 4 5 4

The Shareholders/Investor Committee was reconstituted on 26th February, 2014 : Mr. Girdhari Lal Dalmia Mr. Suresh Kumar Dalmia Mr. Ganga Dhar Sail Terms Reference

-Chairman -Member -Member

of

The Committee looks into the redressal of complaints of investor such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc. The Committee overseas the performance of the Registrars and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services. Shareholders/Investor Grievance Committee Attendance during the year The Committee met five times during the year under reference, i.e., on 10th May, 2013; 24th May, 2013; 10th August 2013; 3rd October, 2013 and 5th December, 2013 The names of the Directors who are/were members of the Shareholders/Investor Grievance Committee during the year under reference and their attendance at Shareholders/Investor Grievance Committee Meetings are given below:

Name of the Director

Mr. Mr. Mr. Mr.

No. of Meetings Held (during his tenure) Attended

Pankaj Sharma Suresh Kumar Dalmia Ganga Dhar Sail Girdhari Lal Damia

5 5 5 0

4 4 5 0

** Mr. Pankaj Sharma resigned on 27th February, 2014 Name and designation of Compliance Officer: Ms. Deepika Sethia (Company Secretary) Phone: 91 33 32630981 Email id: [email protected] Status Report of Investor Complaints for the year ended March 31, 2013 No of Complaints Received – Nil No of Complaints Resolved – Nil No of Complaints Pending – Nil

iii.

Remuneration Committee

The composition of the Remuneration Committee was reconstituted on 26th February, 2014: Mr. Girdhari Lal Dalmia Mr. Ganga Dhar Sail Mr. Manish Jani

-Chairman -Member -Member

Terms of Reference The Remuneration Committee determines and recommends to the Board the remuneration payable to the executive directors and to the senior management personnel. Remuneration Committee Attendance during the year The Committee met once during the year under reference i.e. on 5th December, 2013. The names of the Directors who are/were members of the Remuneration Committee during the year under reference and their attendance at such meetings are as under: Name of the Director

No. of Meetings Held (during his tenure) Attended

Mr. Suresh Kumar Dalmia Mr. Pankaj Sharma Mr. Girdhari Lal Dalmia ** Mr. Pankaj Sharma resigned on 27th February, 2014

1 1 0

1 1 0

Annual General Meetings: The details of the Annual General Meetings held in the past three years and the special resolutions passed there at are as follows: Year

Date

Venue

201011

September 29, Flat- 6B, Shakespeare Court, 21A, Shakespeare Sarani, 2011 Kolkata- 700017

201112

September 28, Flat- 6B, Shakespeare Court, 2012 21A, Shakespeare Sarani, Kolkata- 700017

201213

September 27, 2A, Ramanath Sadhu Lane, 2013 Kolkata- 700007

Time

No. of Special Resolution Passed 11 A.M NIL

10 A.M

NIL

11.30 A.M

NIL

No Postal Ballot was conducted during the period ended 20th March, 2014 . None of the resolutions proposed for the ensuing Annual General Meeting is required to be passed by Postal Ballot. Disclosures (i)

Related Party Transactions: During the year under reference, no transactions of material nature had been entered into by the Company with the Promoters or Directors or Management or their relatives that may have a potential conflict with interest of the Company except for those disclosed in the financial statements for the period ended March 20, 2014.

(ii) Accounting Standards: The Company follows the mandatory Accounting Standards prescribed by the Institute of Chartered Accountants of India and to the best of its knowledge there are no deviations in the accounting treatments that require specific disclosure. Details of Compliances a)

There have been no instances of non-compliance on any matter as regards the rules and regulations prescribed by the Securities and Exchange Board of India or any other statutory authority relating to capital markets during the last three years. No penalties or strictures have been imposed by them on the Company.

b)

The Company has regularized its filings with the Stock Exchange. The Company has implemented the mandatory requirements of Corporate Governance as set out in the Listing Agreement during the year under reference. Though the Company does not have a specific Whistle blower policy, no personnel is denied access to the Audit Committee. A certificate from Auditor certifying the compliance by the Company with the provisions of Corporate Governance of the Listing Agreement is annexed hereto.

c)

The voluntary guidelines issued by Ministry of Corporate Affairs in December 2009, pertaining to Corporate Governance are complied with to the extent found feasible.

d)

Pursuant to SEBI (Depositories and Participants) Regulations, 1996, a qualified practicing Company Secretary carried out a Reconciliation of Share Capital Audit on quarterly basis to reconcile the total Share Capital with National Securities Depository Limited (NSDL), Central Depository Services Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid-up capital is in agreement with total number of shares in physical forms and total number of dematerialized shares held with NSDL and CDSL. Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchange certificates on half-yearly basis, have been issued by a Company Secretary-in-Practice for due compliance of share transfer formalities by the Company. In view of the share capital being increased during the year above the stipulated amount, the Company was required to employ a full time Company Secretary. However, despite the efforts made by the Board in this direction the Company could not fulfill the obligation during the year. Hence, the Board obtained a Secretarial Compliance Report from a practicing Company Secretary for the year under reference.

Means of Communication (i)

All periodical reports including Un-audited financial results, Quarterly Shareholding Pattern, clause 49A compliance etc. are put up on Company’s website. Annual Report is sent to the shareholders at their postal address registered with the company and also put up on Company’s website www.kausambivanijya.com.

(ii)

The Management Discussion and Analysis Report, in compliance with the requirements of Clause 49 of the Listing Agreement is annexed to the Directors’ Report and forms part of this Annual Report being sent to all the members of the Company. All matters pertaining to industry structure and developments, opportunities and threats, segment/product wise performance, outlook, risks and concerns, internal control and systems, etc., to the extent applicable, are discussed in this Report.

(iii) The Company’s website is a comprehensive reference on its management, corporate governance, investor relations, updates and news. The section on ‘Investor Relations’ serves to inform the shareholders, by giving complete financial details, shareholding patterns, corporate benefits, information relating to Compliance officer, registrars and share transfer agents.

Listing on Stock Exchanges Listing Fees Stock Code

Calcutta Stock Exchange Listing fees as prescribed have been paid to the stock exchanges up to 31st March 2015. CSE- 12119

Demat Arrangement

With NSDL and CDSL

ISIN NO.

INE222P01010 2A, Ramanath Sadhu Lane, Kolkata- 700007

Registered Office

Compliance officer & Contact Address

Ms. Deepika Sethia 2A, Ramanath Sadhu Lane, Kolkata- 700007 Phone: 91 33 32630981 Email ids: [email protected] [email protected] Purva Sharegistry (India) Pvt Ltd Address: Unit No.9, Shiv Shakti India Estt. J.R. Boricha Marg Mumbai-400011

Registrar and Share Transfer Agent

Share System

Phone - 91-22-23016761 ; 91-22-23018261 Fax No. 91-22-23012517

Transfer

Shareholders / Investors are requested to send share transfer related documents directly to our Registrar and Transfer Agent whose address is given elsewhere in this report. The Board has delegated powers to the executives of the Company and RTA to approve transfers/transmission / dematerialization / dematerialization. If the transfer documents are in order, the transfer of shares is registered within 7 days of receipt of transfer documents by our RTA. Investor Services Number of complaints from shareholders during the year ended March 31, 2013 Complaints outstanding as on 1st April 2013 Complaints received during the period ended 20th March 2014 Complaints resolved during the period ended 20th March 2014 Complaints pending as on period ended 20th March 2014

Nil

Nil

Distribution of Shareholding as on March, 20th, 2014 Shares or sDebentures Holding of Nominal Up to 5000 5001 – 10000 10001 – 20000 20001 – 30000 30001 – 40000 40001 – 50000 50001 – 100000 100001 and above TOTAL

No. of r sharehold 504 33 6 0 1 9 0 16 569

% of holders 88.56 5.80 1.06 0 0.18 1.58 0 2.82 100%

Share (Amount) 1,330,500.00

231500 109000 0 38000 391000 0 48000000 50100000

%of shares 2.66 0.46 0.21 0 0.08 0.78 0 95.81 100%

Categories of Shareholders as at March 20, 2014 Sr. No A. B.

Description Promoters & Promoters Group - Individuals Public Shareholding -Institutions Financial Institutions/Banks - Non-institutions Individuals/ Body Corporates Total

No. o of Shares

% to t Capital

42,900

0.86%

----

---

49,67,100

99.14%

50,10,000

100%

Dematerialization of Shares & Liquidity The Company has taken steps for dematerialization of its shares during the year. However, as on 20-03-2014- 42,42,950 shares are in demat form. Outstanding GDRs / ADRs / Warrants or any Convertible Instruments: None Stock None

option

scheme:

Plant Location: The Company at present does not have an operating Plant in existence. Address Correspondence

of

Shareholders may correspond with the Registrar and Transfer Agent, at the address mentioned herein above on all matters relating to transfer of shares and credit of shares in Demat Account. Members may contact Mr. Ganga Dhar Sail, Compliance Officer for all investor related matters at the registered office of the company at the following address:

DWITIY TRADING LIMITED 2A, RAMANATH SADHU LANE KOLKATA- 700007 Email id: [email protected] On behalf of the Board of Directors

SD/-

Ganga Dhar Sail Director

MANAGEMENT DISCUSSION AND ANALYSIS

Business Environment Industry Overview, Risks and Concerns Dwitiya Trading Limited (Formerly Known as B B Investments Limited) is mainly engaged in Trading in sarees as its principal business. It also Invest in equities through the secondary markets.

Performance review The management is pleased to report that company's business plan is progressing as per the management's satisfaction. Details shall be made at the appropriate time.

1. Cautionary Note

Page

38

Certain statements in "Management Discussions and Analysis " section may be forward looking and are stated as required by law and regulations. Many factors, both external and internal, may affect the actual results which could be different from what the Directors envisage in terms of performance and outlook.

SECTION VI - FINANCIAL INFORMATION INDEPENDENT AUDITOR’S REPORT To the Members of B B INVESTMENTS LIMITED Report on the Financial Statements for the F.Y. 2012-13 We have audited the accompanying financial statements of B B INVESTMENTS LTD, which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; and b) in the case of the Profit and Loss Account, of the profit for the year ended on March 31, 2013; Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that: a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books c) The Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account. d) In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956. f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

For R. Das & Associates Chartered Accountant Firm Registration No. 318161E

S/d Rip Das

40

(Rip Das) Proprietor Mem. No. 053912

Page

Place: Kolkata Dated: 24/05/2013

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of B B st INVESTMENTS LTD on the accounts of the company for the year ended 31 March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that: 1. (a)The company is maintaining proper records showing full particulars, including qantitative details and situation of fixed assets. (b) The fixed assets have been physically verified by the management at reasonable intervals of time, and no material discrepancies have been noticed on such verification. (c) No part of the fixed assets has been sold during the financial year concerned. 2.

(a) In our opinion and according to information and explanation given to us, physical verification of inventory is being conducted at regular interval by the management. (b) In our opinion and according to information and explanation given to us the procedures of physical verification of inventory followed by the management is reasonable & adequate in relation to the size of the company and the nature of its business. (c) In our opinion and according to the information and explanation given to us the company is maintaining proper records of inventory and no material discrepancies have been found on physical verification of such inventory.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company. (b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company. 4. Since the Company has not purchased any inventory and fixed assets therefore the internal control procedure is not applicable. 5. In our opinion and according to information & explanations given to us, there are no such transactions that need to be entered into a register in pursuance of section 301 of the Act. 6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business. 8. According to information & explanation given to us, the company is not required to maintain cost records as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act. 9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes. 10. The Company is having accumulated profits and has not incurred cash loss during the financial year covered by our audit and has incurred profit in the immediately preceding financial year. 11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders. 12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor's Report) Order, 2003 (as amended) is not applicable to the Company. 14. According to information and explanations given to us, the Company is trading in retail items. The investments made by the company have been held by the company in its own name, except in case of its wholly owned subsidiaries where 1% of shares of the subsidiary company are held by the companies director as a nominee of the Company. 15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution. 16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year. 17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we

report that no funds raised on short-term basis have been used for long-term investment by the Company. 18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year but Rs. 48,00,000/- was received as share application money for shares to be allotted on preferential basis and allotment was made on 10th May, 2013. 19. The Company has no outstanding debentures during the period under audit. 20. The Company has not raised any money by public issue during the year. 21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For R. Das & Associates Chartered Accountant Firm Registration No. 318161E

S/d Rip Das

43

(Rip Das) Proprietor Mem. No. 053912

Page

Place: Kolkata Dated: 24/05/2013

FINANCIAL STATEMENTS

Standalone Balance Sheet As At 31st March, 2013 Particulars

Note

As at 31st March, 2013

(Figures in Rs.) As at 31st March, 2012

EOUITY & LIABILITIES Shareholders' Funds (a) Share Capital (b) Reserves & Surplus

1 2

Share Application Money Pending Allotment

3

Current Liabilities (a) Trade Payables (b) Short-term Provisions

4 5

21,00,000 26,31,703

47,31,703

21,00,000 26,13,059

4,80,00,000

2,38,15,792 13,539

TOTAL

2,38,29,331

47,13,059 ---

95,92,071 8,858

7,65,61,034

96,00,929

1,43,13,988

ASSETS Non-Current Assets (a) Fixed Assets (i) Tangible Assets (b) Non-Current Investments

6 7

31,082 3,18,07,000

(c) Deferred Tax Asset

8

12,010

9 10 11 12

99,515 1,32,84,950 10,36,581 3,02,89,896

Current Assets (a) Inventories (b) Trade receivables (b) Cash and Cash equivalents (c) Short-term Loans and Advances TOTAL Significant Accounting Policies Notes to Accounts

39,302 14,20,000 3,18,50,092

13,255

14,72,557

4,47,10,942

99,515 97,39,600 4,42,585 25,59,731

1,28,41,431

7,65,61,034 19 19

1,43,13,988

Statement of Standalone Profit and Loss for the year ended 31st March 2013 (Figures in Rs.) Particulars Note Year ended Year ended 31st March, 2013 I. II. III.

Revenue from Operations Other Income Total Revenue (I + II)

IV.

Expenses: (a) Cost of Material Consumed (b) Employee Benefit Expenses (c) Depreciation and Amortization Expenses (d) Administrative & Other expenses Total expenses

V.

Profit before Exceptional and Extraordinary Items and Tax (III - IV)

VI.

Exceptional Items

VII.

Profit before Extraordinary Items and Tax (V-VI)

VIII.

Extraordinary Items

IX.

Profit before Tax (VII - VIII)

X.

Tax Expenses (a) Current Tax (b) Deferred Tax

31st March, 2012

13 14

1,27,31,350 1,76,139 1,29,07,489

97,39,600 2,14,320 99,53,920

15

1,21,28,450 1,08,200 3,10,720 3,35,549 1,28,82,919

95,63,700 1,39,937 10,659 2,10,825 99,25,121

24,570

28,799

-

-

24,570

28,799

-

-

24,570

28,799

4,681 1,245

241 (13,255)

16 17 18

XI.

Profit/(Loss) for the Period from Continuing Operations (IX - X)

18,644

41,813

XII.

Profit/(Loss) from Discontinuing Operations

-

-

XIII.

Tax Expenses of Discontinuing Operations

-

-

XIV.

Profit/(Loss) from Discontinuing Operations (after Tax) (XII - XIII)

XV.

Profit/(Loss) for the Period (XI + XIV)

XVI.

Earning per Equity Share (nominal value of share Rs. 10/- each) (a) Basic (b) Diluted Significant Accounting Policies Notes to Accounts

-

-

18,644

0.09 0.09 19 19

41,813

0.17 0.17

Standalone Cash Flow Statement for the year ended 31st March 2013 (Figures in Rs.) Year ended

Particulars

31st March, 2013

31st March, 2012

18,644

41,813

8,220

10,659

1,69,643

2,09,366

(1,42,779)

(1,56,894)

(Increase)/ decrease in trade & other receivables

(35,45,350)

(92,82,117)

Increase/(decrease) in trade payables

1,42,23,721

95,21,931

Cash generated from / (used in) operations

1,05,35,592

82,920

5,926

13,014

1,05,41,518

69,906

Proceeds from sale/ (purchase) of non-current investments (Net)

(3,03,87,000)

(14,10,000)

Net Cash flow from / (used in) investing activities (B)

(3,03,87,000)

(14,10,000)

4,80,00,000

-

1,69,643

2,09,366

(2,77,30,165)

14,11,405

Net Cash flow from / (used in) financing activities (C)

2,04,39,478

16,20,771

Net increase/(decrease) in cash and cash equivalents (A+B+C)

5,93,996

2,80,677

Cash flow from operating activities Profit before tax Adjustments for: Depreciation Interest Received Operating cash flow before working capital changes Movements in working capital :

Direct taxes paid/Adjusted (net of refunds) Net Cash flow from / (used in) operating activities (A) Cash flow from investing activities

Cash flow from financing activities Share Application Money Received Interest (Paid)/ Received (Increase)/ decrease in Loans & Advances

Cash and cash equivalents at the beginning of the year

4,42,585

1,61,908

Cash and cash equivalents at the end of the year

10,36,581

4,42,585

10,36,581

4,42,585

Components of cash and cash equivalents Total cash and cash equivalents

Notes to the financial statements for the year ended 31st March, 2013 1. Share Capital a) Capital Structure

31 March, 2013 Rs.

Authorised 50,50,000 Equity Shares of Rs. 10/- each. (Previous year- 2,50,000 Equity Shares of Rs 10/- each) TOTAL Issued, Subscribed and Fully Paid Up 2,10,000 Equity Shares of Rs. 10/- each. (Previous year - 2,10,000 Equity Shares of Rs. 10/- each.) TOTAL

31 March, 2012 Rs.

5,05,00,000

25,00,000

5,05,00,000

25,00,000

21,00,000

21,00,000

21,00,000

21,00,000

b) Particulars of Equity Shareholders holding more than 5% Shares at Balance Sheet date Name of Shareholder

31 March 2013 No. of shares % holding

31 March 2012 No. of shares % holding

NIL

c) Terms/rights attached to equity shares The Company has only one class of equity shares having a par value of Rs. 10/- each. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the subsequent Annual General Meeting. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company after distributions of all preferential amount. The distributions will be in proportion to the number of equity shares held by the shareholders; and any other right as the Memorandum and Articles of Association of the Company may prescribe in relation to the aforesaid equity shares of the Company.

2. Reserves & Surplus 31 March, 2013 Rs.

31 March, 2012 Rs.

Profit & Loss Account As per Last Balance Sheet Add: Profit for the Year Closing Balance

26,13,059

25,71,246

18,644

41,813

26,31,703

26,13,059

3. Share Application Money Pending Allotment

Particulars

31 March, 2013 Rs.

The Board of Directors decided to issue shares on Preferential basis to non-promoters. The share application money received for the aforesaid issue was Rs,4,80,00,000/-and final allotment th was made on 10 May, 2013.

4. Trade Payables Due to suppliers under MSMED Act, 2006 Others

5. Short-term Provisions Provision for Income Tax

4,80,00,000

2,38,15,792 2,38,15,792

31 March, 2012 Rs.

--

95,92,071 95,92,071

13,539

8,858

13,539

8,858

6. Fixed Assets (i) Tangible Assets

Particulars Gross Block Less: Depreciation Net Block

31 March 2013

31 March 2012

4,57,732 4,26,651

4,57,732 4,18,421

31,082

39,302

7. Non-Current Investments

Face

31 March 2013 Qty. Amount (Rs)

31 March 2012 Qty. Amount (Rs)

Trade Investments A Investments in Equity & Other Instruments (Quoted) Total Trade Investments (A)

Nil Nil

Nil Nil

Nil Nil

Nil

Nil

Nil

Nil

Nil

Nil

Other Investments (a) Investments in Equity & Other Instruments (Quoted)

(b)

Investments in Equity Instruments (Unquoted) Anuneet Commodeal Pvt. Ltd. Jahman Dealers Pvt. Ltd

10

10,000

1,00,000

10,000

1,00,000

10

80,000

8,00,000

10,000

1,00,000

Jasdeep Tradecom Pvt. Ltd

10 10

10,000 10,000

1,00,000 1,00,000

10,000

1,00,000

-

-

Kairavi Dealtrade Pvt. Ltd Mastak Dealers Pvt. Ltd

10

10,000

1,00,000

-

-

10

10,000

1,00,000

-

-

Manomay Vincom Pvt. Ltd Niral Dealmark Pvt. Ltd

10

10,000

1,00,000

-

-

10

10,000

1,00,000

-

-

Ogan Dealtrade Pvt. Ltd

10

10,000

1,00,000

-

-

Ogan Vincom Pvt. Ltd

10

10,000

1,00,000

-

-

3,01,07,000 3,18,07,000 3,18,07,000

-

11,20,000 14,20,000 14,20,000

Ikroop Vanijya Pvt. Ltd

Other Investments

Total of Non-Trade Investments (B) Total of Non-Current Investments (A + B)

3,18,07,000

14,20,000

Details of Non-Current Investments Aggregate of Quoted Investments Market Value of Quoted Investments Aggregate of Unquoted Investments

-

-

-

-

3,18,07,000

14,20,000

8. Deferred Tax Asset

-

Related to Fixed Assets

31 March, 2013 Rs. 12,010 12,010

31 March, 2012 Rs (1,245) (1,245)

31 March, 2013 Rs. 99,515 99,515

31 March, 2012 Rs 99,515 99,515

31 March, 2013 Rs.

31 March, 2012 Rs

9. Inventories

Stock of Shares

10. Cash and Cash Equivalents

Balances with Banks in Current Account Cash on hand

5,26,230 5,10,351 10,36,581

8,552 4,34,033 4,42,585

11. Trade Receivables (Unsecured, considered good)

Over six months Others

31 March, 2013 Rs. 1,32,84,950 1,32,84,950

31 March, 2012 Rs 97,39,600 97,39,600

12. Short-term Loans and Advances (Unsecured, considered good)

31 March, 2013 Rs. Loans and advances to - Related Parties - Others Others Balance with Income Tax Authorities

31 March, 2012 Rs

3,02,03,388

24,89,812

15,512

15,512

70,996 3,02,89,896

25,59,731

54,407

13. Revenue from Operation Sales

1,27,31,350

97,39,600

1,27,31,350

97,39,600

1,69,643 6,496 1,76,139

2,09,366 4,954 2,14,320

1,21,28,450

95,36,700

1,21,28,450

95,36,700

96,000 12,200 1,08,200

1,19,400 20,537 1,39,937

8,220

10,659

3,02,500

-

3,10,720

10,659

18. Administrative & Other Expenses Audit Fees

3,371

3,371

Bank Charges

6,560

723

18,720

2,154 20,378

Compliance Certificate Fees

1,000

1,000

Demat Expenses

2,678

-

Directors Fees Electricity and Maintenance

-

900 3,000

Ex-Gratia

-

9,150

2,000 11,920

2,000 27,267

1,50,500 -

8,750

-

1,500

Listing Fees Motor Car Expenses

12,880 44,300

12,663 49,800

Printing & Stationery

2,980

2,800

Rent Telephone Expenses

72,000 3,440

62,000 2,269

3,200 3,35,549

2,10,825

14. Other Income

Interest Income Miscellaneous Income

15. Cost of Materials Consumed Purchases

16. Employee Benefit Expenses Salary Staff Welfare

17. Depreciation & Amortisation Expenses Depreciation on Fixed Asset Share Issue Expenses Written Off

Car Insurance Conveyance Expenses

Filing Fees General Expenses Income Tax Paid Legal Expenses License & taxes

Website Expenses



Note '19' Notes on Accounts: Basis of Preparation The financial statements are prepared under the historical cost convention except for current assets. Accrual basis of accounting has been adopted in preparation of the financial statements. The financial statements are prepared under the Going concern convention of accounting. The generally accepted accounting principles, Accounting Standards issued by the Institute of Chartered Accountants of India, as applicable, and the relevant provisions of the Companies Act, 1956 have been complied. In preparing the financial statements in conformity with accounting principles generally accepted in India, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as at the date of financial statements and the amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Any revision to such estimates is recognized in the period the same is determined. Significant Accounting Policies 1. All assets and liabilities have been classified as current or non-current as per company’s normal operating cycle and other criteria set out in the revised Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current & non-current classification of assets & liabilities. 2. Previous year figures have been regrouped or rearranged wherever necessary. Notes on Accounts: As per information and explanation provided by the Management there are no outstanding dues of SSI undertakings as required by Schedule VI of the Companies Act, 1956 as amended by Notification No. GSR 129(E) dated 22.02.1999 issued by the Department of Company Affairs, Ministry of Law, Justice & Company Affairs. The Company has no amount to be paid to Micro, Small and Medium Enterprises in accordance with provisions of Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any, relating to amounts unpaid as the year end together with interest paid / payable as required under the said Act have not been made. Fixed assets are shown at cost of acquisition inclusive of all incidental expenses. Depreciation on Fixed assets has been provided as per Companies Act, 1956 on WDV basis. Corporate Information: 1. The Company is principally engaged in Trading in retail items. 2. There has been no significance change in the nature of business during the period from 1st April, 2012 to 31st March, 2013.

3. The company was incorporated in India on 19 th August, 1978. Under the Companies Act, 1956 (No. 1 of 1956) and the company registered in India having its registered office in India and under the jurisdiction of ROC Kolkata. 4. The Corporate Identity number is: L67120WB1978PLC031628. 5. The registered office of the company is located at 2A, Ramanath Sadhu Lane, Kolkata- 700007, West Bengal. Credit Risk The group does not have any significant exposure to an individual customer nor does it have any major concentration of credit risk related to any financial institution. The credit risk is managed by the Managing Director. Adequate care and control are taken to ascertain the credit worthiness of the consumers. Non- Current Investment Investments are stated at cost and are made in its subsidiary companies amounting to Rs 17,00,000/and in other unquoted Equity Shares amounting to Rs. 30,107,000/-. SIGNIFICANT EVENT DISCLOSURE: Directors Gangadhar Sail Director Ekta Gupta Director Suresh Kumar Dalmia Director Manish Jani Director Pankaj Sharma Director SIGNATURES TO NOTE '1 ' TO '20' In terms of our report of even date annexed herewith.

For R. Das & Associates Chartered Accountants Firm Registration No. 318161E S/d R Das S/d Ganga Dhar Sail S/d Suresh Kumar Dalmia (Rip Das) Proprietor Directors Mem No: 053912 Place: Kolkata Date: 24/05/2013

Consolidated Balance Sheet As At 31st March, 2013 Particulars

As at 31st March, 2013

(Figures in Rs.) As at 31st March, 2012

EOUITY & LIABILITIES Shareholders' Funds (a) Share Capital (b) Reserves & Surplus

21,00,000 25,80,143

Share Application Money Pending Allotment

Current Liabilities (a) Trade Payables (b) Short-term Provisions

46,80,143

21,00,000 25,78,474

4,80,00,000

2,38,26,078 35,638

TOTAL

2,38,61,716

46,78,474 ---

95,95,071 8,858

7,65,41,859

96,03,929

1,42,82,403

ASSETS Non-Current Assets (a) Fixed Assets (ii) Tangible Assets (b) Non-Current Investments (c) Deferred Tax Asset

Current Assets (c) Inventories (b) Trade receivables (b) Cash and Cash equivalents (c) Short-term Loans and Advances TOTAL

31,082 3,08,56,000 12,010

99,515 1,32,84,950 19,68,406 3,02,89,896

39,302 12,00,000 3,08,99,092

13,255

12,52,557

4,56,42,767

99,515 97,39,600 6,31,000 25,59,731

1,30,29,846

7,65,41,859

1,42,82,403

Statement of Consolidated Profit and Loss for the year ended 31st March 2013 (Figures in Rs.) Particulars Year ended Year ended 31st March, 2013

31st March, 2012

I. II. III.

Revenue from Operations Other Income Total Revenue (I + II)

1,27,31,350 2,73,974 1,30,05,324

97,39,600 2,16,735 99,56,335

IV.

Expenses: (a) Cost of Material Consumed (d) Employee Benefit Expenses (c) Depreciation and Amortization Expenses (d) Administrative & Other expenses Total expenses

1,21,28,450 1,08,200 3,90,720 3,48,260 1,29,75,630

95,63,700 1,39,937 44,659 2,13,825 99,62,121

29,694

(5,786)

-

-

29,694

(5,786)

-

-

V.

Profit before Exceptional and Extraordinary Items and Tax (III - IV)

VI.

Exceptional Items

VII.

Profit before Extraordinary Items and Tax (V-VI)

VIII.

Extraordinary Items

IX.

Profit before Tax (VII - VIII)

29,694

(5,786)

X.

Tax Expenses (a) Current Tax (b) Deferred Tax

26,780 1,245

7,744 (13,255)

XI.

Profit/(Loss) for the Period from Continuing Operations (IX - X)

1,669

(275)

XII.

Profit/(Loss) from Discontinuing Operations

-

-

XIII.

Tax Expenses of Discontinuing Operations

-

-

XIV.

Profit/(Loss) from Discontinuing Operations (after Tax) (XII - XIII)

XV.

Profit/(Loss) for the Period (XI + XIV)

XVI.

Earning per Equity Share (nominal value of share Rs. 10/- each) (a) Basic (b) Diluted

-

-

1,669

0.01 0.01

(275)

(0.00) (0.00)

Consolidated Cash Flow Statement for the year ended 31st March 2013

(Figures in Rs.) Year ended

Particulars

31st March, 2013

31st March, 2012

1,669

7,228

8,220

10,659

1,69,643

2,09,366

(1,59,754)

(1,91,479)

(Increase)/ decrease in trade & other receivables

(35,45,350)

(92,82,117)

Increase/(decrease) in trade payables

1,42,31,007

95,24,931

Cash generated from / (used in) operations

1,05,25,903

51,335

(28,025)

13,014

1,05,53,928

38,321

Proceeds from sale/ (purchase) of non-current investments (Net)

(2,96,56,000)

(11,90,000)

Net Cash flow from / (used in) investing activities (B)

(2,96,56,000)

(11,90,000)

4,80,00,000

-

1,69,643

2,09,366

(2,77,30,165)

14,11,405

Net Cash flow from / (used in) financing activities (C)

2,04,39,478

16,20,771

Net increase/(decrease) in cash and cash equivalents (A+B+C)

13,37,406

4,69,092

Cash flow from operating activities Profit before tax Adjustments for: Depreciation Interest Received Operating cash flow before working capital changes Movements in working capital :

Direct taxes paid/Adjusted (net of refunds) Net Cash flow from / (used in) operating activities (A) Cash flow from investing activities

Cash flow from financing activities Share Application Money Received Interest (Paid)/ Received (Increase)/ decrease in Loans & Advances

Cash and cash equivalents at the beginning of the year

6,31,000

1,61,908

Cash and cash equivalents at the end of the year

19,68,406

6,31,000

Standalone Financial Results for the Quarter Ended December 31, 2013 (Rs. In Lacs) Quarter Quarter Quarter Half Year Half Year Year Ended Ended Ended Ended Ended Ended 31.12.2013 30.09.2013 30.09.2012 30.09.2013 30.09.2012 31.03.2013

Sr. No.

Particulars

1

Income from Operations (a) Net Sales (b) Other Income Total Income from Operations (Net)

2

Expenses (a) Increase/ (Decrease) in Inventories (b ) Purchase of traded goods (c) Staff Cost (d) Depreciation (e) Other Expenses Total Expenses

3

4 5

6

Profit/(Loss) from operations before other income, finance costs and exceptional Items (1-2) Other Income Profit/(Loss) from ordinary activities before finance Cost and exceptional items (3 + 4) Finance Costs

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Audited

38.44

28.60

31.88

4.07 42.51

7.77 36.37

0.02 31.90

62.19 7.77 69.96

59.91 0.02 59.93

127.31 1.76 129.07

-

(1.85)

-

(1.85)

-

-

37.45

29.30

31.06

62.52

59.69

121.28

2.12 0.02 1.33 40.91

4.09 0.04 3.09 34.67

0.01 31.07

4.09 0.04 4.77 69.57

0.02 59.71

1.08 3.11 3.36 128.83

1.60

1.70

0.83

0.39

0.22

0.25

1.60

1.70

0.83

0.39

0.22

0.25

-

Profit/(Loss) from ordinary activities after finance Cost but before exceptional Items (5-6) Exceptional Items

1.60

Profit/(loss) from Ordinary Activities before Tax (7-8) 10 Tax Expenses

1.60

11 Net Profit/(Loss) from Ordinary Activities after Tax (9-10) 12 Extra-Ordinary Items (net of tax expenses)

1.60

1.70

0.83

-

_

_

7

8 9

1.70

1.70

0.83

0.83

0.39

0.22

0.25

-

-

0.22

0.25

0.07

0.06

0.39

0.15

0.19

_

_

_

0.39

1.60

1.70

0.83

0.39

0.15

0.19

Paid Up Equity Share Capital (Face Value Rs 10/-)

501.00

501.00

21.00

501.00

21.00

21.00

15

Reserves excluding Revaluation Reserve as per Balance Sheet of Previous Accounting Year

26.32

26.32

26.13

26.32

26.13

26.32

16

Earnings per (EPS) (In Rs.)

(a) Basic and diluted EPS before Extraordinary Items

0.03

0.03

0.27

0.01

0.07

0.09

(b) Basic and diluted EPS after Extraordinary Items

0.03

0.03

0.27

0.01

0.07

0.09

13

Net Profit/(Loss) for the period (11-12)

14

Page

58

Share

Sr. No.

1

2

3

4 5

6 7

8 9 10 11

12

Consolidated Financial Results for the Quarter Ended December 31, 2013 (Rs. In Lacs) Quarter Quarter Quarter Half Year Half Year Year Particulars Ended Ended Ended Ended Ended Ended 31.12.2013 30.09.2013 30.09.2012 30.09.2013 30.09.2012 31.03.2013 Income from Operations (a) Net Sales (b) Other Income Total Income from Operations (Net) Expenses (a) Increase/ (Decrease) in Inventories (b ) Purchase of traded goods (c) Staff Cost (d) Depreciation (e) Other Expenses Total Expenses Profit/(Loss) from operations before other income, finance costs and exceptional Items (1-2) Other Income Profit/(Loss) from ordinary activities before finance Cost and exceptional items (3 + 4) Finance Costs

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Audited

38.44

28.60

31.88

4.07 42.51

7.77 36.37

0.02 31.90

62.19 7.77 69.96

59.91 0.02 59.93

127.31 2.74 130.05

-

(1.85)

-

(1.85)

-

-

37.45

29.30

31.06

62.52

59.69

121.28

2.12 0.02 1.38 40.96

4.09 0.04 3.09 34.67

0.01 31.06

4.09 0.04 4.77 69.57

0.02 59.71

1.08 3.91 3.48 129.75

1.55

1.70

0.83

0.39

0.22

0.30

1.55

1.70

0.83

0.39

0.22

0.30

-

-

Profit/(Loss) from ordinary activities after finance Cost but before exceptional Items (5-6) Exceptional Items

1.55

1.70

0.83

Profit/(loss) from Ordinary Activities before Tax (7-8) Tax Expenses

1.55

Net Profit/(Loss) from Ordinary Activities after Tax (9-10) Extra-Ordinary Items (net of tax expenses)

1.55

1.70

0.58

-

_

_

0.39

0.22

0.30

-

-

0.22

0.30

0.07

0.28

0.39

0.15

0.02

_

_

_

-

1.70

0.83

0.39

0.26

1.55

1.70

0.58

0.39

0.15

0.02

14 Paid Up Equity Share Capital (Face Value Rs 10/-)

501.00

501.00

21.00

501.00

21.00

21.00

15 Reserves excluding Revaluation Reserve as per Balance Sheet of Previous Accounting Year

25.80

25.80

26.13

25.80

26.13

25.80

(a) Basic and diluted EPS before Extraordinary Items

0.03

0.03

0.27

0.01

0.07

0.01

(b) Basic and diluted EPS after Extraordinary Items

0.03

0.03

0.27

0.01

0.07

0.01

13 Net Profit/(Loss) for the period (11-12)

60

Share

Page

16 Earnings per (EPS) (In Rs.)

SECTION VII - OUTSTANDING LITIGATIONS

Page

61

There are no outstanding or pending litigation, suit, criminal or civil prosecution, proceeding or tax liabilities against our Company that would have a material adverse effect on our business and there are no defaults, non-payment or overdue of statutory dues, institutional/ bank dues or dues payable to holders of debentures, bonds and fixed deposits and arrears of preference shares (irrespective of whether they are specified under Part I of Schedule XIII of the Act), that would have a material adverse effect on our business.

SECTION VIII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

1. Subject to anything to the contrary hereinafter provided, regulations in the First Schedule to the Companies of Act, 1956 (herein after refer to as the Act), shall apply to the Table 'A' Company. SHARE CAPITAL 2. (a) The Share Capital of the company is as specified in clause 5 of the Memorandum of Association of the Company. (b) The Company has power from time to time to increase or reduce its capital and to issue any shares of any class. The Directors shall determine the rights of the holders of the shares at the time of such issue, (c) The Company shall have power to issue redeemable preference shares in accordance with the provisions of section 80 and 85 of the Act or any statutory modifications thereof. (d) The Board of Directors shall have power to issue preference shares, the registered holder of which can elect subject to the approval of the Board and on such terms as they may decide by the terms of issue to have their preference shares or any of them converted into equity shares ranking in all respect pari passu with the shares. 3. An Application signed by or on behalf of an applicant for shares in the company, followed by an allotment of any shares therein, shall be an acceptance of shares within the meaning of these Articles and every person who thus or otherwise agrees to accept any shares and whose name is entered on the Register of Members shall, for the purposes of these Articles be a Shareholder. 3A.Option or right to call shares shall not be given to any person except with the sanction of the Company in General Meeting. 4. If by this conditions of allotment of any shares, the whole or part of the amount of issue price thereof shall be payable by installments, every such instilment shall when due be paid to the Company by the person who for the time being and from time to time shall be the registered holder of the shares or his heirs, executors, administrator and legal representatives. 5. Every member of his heirs, executors, administrators, assigns, or other representatives, shall pay to Company the portion of the Capital represented by his share of shares, which may for the time being remain unpaid thereon in such amounts, at such time or times and in such manner as the Directors, shall from time to time in accordance with the Company's regulations, require or fix for the payment thereof and so long as any moneys whatsoever are due, owing and unpaid to the Company by any member on any account howsoever such member in default shall not be entitled at the option of the Directors to exercise any rights or privileges available to him.

5A. An amount paid up in advance of call on shares may carry interest but shall not entitle the holder of the shares to participate in respect thereof in a dividend subsequently declared.

6. Members who are registered jointly in respect of a share shall be severally as well as jointly liable for the payments of all installments and calls due in respect of such shares. 6A.The Company shall have the first and paramount lien upon all the Shares, other than fully paid shares, registered in the name of any member, either alone or jointly with any other person and upon the proceeds of sale thereof for all moneys called or payable at a fixed time in respect of such shares and such lien shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise agreed, the registration of shares shall operate as a waiver of the Company's lien, if any, on such shares. TRANSFER OF SHARES 7. Subject to the provisions of Section 111 of the Act or any statutory modification of the said provisions for the time being in force, the Directors may at their own absolute and uncontrolled discretion and without assigning any reason, decline to register or acknowledge any transfer of shares not being fully paid up and in particular may so decline in any case in which the Company has a lien upon shares of any of them or whilst any moneys in respect of the shares desired to be transferred or any of them remain unpaid or unless the transferee is approved by the directors transferee is already a member. The registration of a transfer shall be conclusive evidence of the approval by the directors of the transferee, provided that registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever except a lien. 8. If the Directors refuse to register transfer of any shares, they shall within two months after the date on which transfer was lodge with the company, send to the transferee and the transferor notice of refusal. 9. Save as provided in section 108 of the Act, no transfer of a share shall be registered unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor has been delivered to the company together with the certificate or if no such certificate is in existence the letter of Allotment of the shares. The instrument of transfer of any share shall specify the name, address and occupation (if any) both of the transferor and of the transferee and the transferor shall be deemed to remain member in respect of such share until the name of the transferee is entered in the Register in respect thereof: each signature to such transfer shall be duly attested by the signature of one witness who shall add his address and occupation. 9A.The instrument of transfer shall be in writing in the usual common form and all the provision of section 108 of the Act and of any statutory modification thereof for the time being shall be duly complied with in respect of all transfers of shares and the registration thereof. 9B.Every holder of shares of, or holder of debentures of the company may, at any time, nominate a person to whom his shares in or debentures of the company shall vest in the event of his death and

the company shall, subject of the provisions of section 109A and other application provisions, if any, of the companies Act, 1956, and the Rules made there under, register such nomination.

GENERAL MEETING 10. Where a company or a body corporate (hereinafter called "member company") a member of the company, a person duly appointed by resolution in accordance with the provisions of section 187 of the Act to represent such member company at the meeting of the company, shall not, by reason of such appointment be deemed to be a proxy and the lodging with the company at the office or production at the meeting of a copy of such member company resolution duly signed by one director of such member company and certified by him as being a true copy of the company resolution shall, on production at the meeting be accepted by the company as sufficient evidence of the validity of his appointment. Such a person shall be entitled to exercise the same rights and powers, including the right to vote by proxy on behalf of the member company which he represents, as that member company could exercise. MANAGEMENT 11. Subject to the provisions of the Act, the control of the Company shall be vested in the Directors who may exercise all such powers of the Company as are no t, the Act or any statutory modification thereof for the time being in force or by these Articles required to be exercised by the Company in General Meeting, subject nevertheless to such regulations, not inconsistent with aforesaid provision, as may be prescribed by the company in General Meeting, but no such regulations shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made. 12. Subject to the provision in the preceding clause, the Director may from time to time delegate to any Director or Directors or Committee of Directors any of such powers exercisable under these presents by the Directors as they may think fit and may confer such powers for such time to be exercised for such objects and purposes and upon such terms and conditions as they think fit and may confer such from time to time revoke, withdraw, alter or vary all or any of such Powers. 13. Unless otherwise determined by the company in General Meeting, the number of Directors shall not be less than three not more than eleven. 14. The persons hereinafter named shall become and be the first Directors of the Company, 1. Gyan Prakash Poddar 2. Bijoy Kumar Jain 3. Kedarmal Kamalia 4. Chandrakant V Mehta 15. Unless otherwise determined by the company in General Meeting, it shall not be necessary for a Director to hold any qualification shares.

16. Every Director shall be paid a fee of Rs. 250 or such other amount as may be determined by the Board for every meeting of the Board or Committee thereof attended by him. 17. The directors shall receive such remuneration for their services as may from time to time be determined by the company in General Meeting. 18. In addition to the remuneration payable to the directors, the directors may be paid all travelling, hotel and other expenses properly incurred by them. (a) In attending and returning from meetings of the Board of Directors or any Committee thereof. (b) In connection with the business of the Company. 19. Without prejudice to the generality any of the foregoing Article, if any director, being willing shall be called upon to perform extra or to make any special exertion in going or residing away from the usual place of his residence for any of the purposes of the Company or in giving special attention to the business of the company or as a member of a Committee of the Board then subject to section 313 Of the Act, the Board may remunerate the Director so doing either by fixed sum or by a percentage of profits or otherwise and such remuneration may be either in addition to or in substitution for other remuneration to which he may be entitled. 20. The Board shall have power at any time and from time to time appoint any person as a Director as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum number fixed by these Articles. Any Director so appointed shall hold office only until the next annual general meeting of the company and shall then be eligible for re-election. 21. If any vacancy occurs in the Board of Directors it may be filled up by the Directors. Any person chosen shall retain his office so long only as the vacating Director would have retained the same if no vacancy had occurred. The continuing Directors may act notwithstanding any vacancy in their body so long as the number fall below the minimum above fixed and so long the number is below the minimum the Directors shall not act except for the purpose of filling up such vacancies. 22. The Board may appoint any person to act as alternate Director for a Director during the latter's absence for a period of not less than three months from the State in which meeting of the Board are ordinarily held and such appointee whilst he holds office as an alternate director, shall be entitled to notice of meeting of the Board and to attend and vote thereat accordingly ; but he shall ipso facto vacate office if and when the absent Director returns to the state in which meetings of, the Board are ordinarily held or the absent director vacates office as a Director. 23. Subject to sections 292 and 293 of the Act, the Directors may from time to time at their discretion borrow and secure the payment of any sum or sums of moneys for the purposes of the company. The Directors may secure the repayment of such moneys in such manner and upon such terms and conditions in all respects as they fit, and in particular by the issue of debentures or debenture stocks of the company charged upon all or any part of the property of the company (both present and future) including its uncalled capital for the time being. 24. The Chairman, if any, of the Board shall take the chair at every meeting of the Board of Directors,

If at any meeting the chairman is not present within 15 minutes after the time appointed for holding the meeting or if there be no chairman appointed by the Board, the other Directors present may choose one of their number to be chairman of the meeting.

25. The Board may, from time to time, appoint one or more of their body to the office of Managing Director for such period, and on such terms as they think fit and may, from time to time (subject to the provisions of any contract between him and the company) remove or dismiss him from office and appoint another in his Place. 26. A Managing Director shall, in addition to the remuneration payable to him as a Director of the Company Under these articles, receive such additional remuneration as may from to time, be sanctioned by the Board. 27. Subject, to Provisions of the Act, in particular lo the prohibitions and restrictions contained in Section 292 thereof, the Board may, from time to time, entrust to and confer Upon a Managing Director for the time being such of the powers, exercisable under these presents by the Directors as it may think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such restrictions as it thinks fit, and it may Confer such powers, either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke, with- draw, alter or vary all or any of such powers. 28. The Board shall meet together at least once in every three months and at least four such meetings shall be held in every year, subject to the forgoing, the Board may adjourn and otherwise regulate its meetings and proceedings as it thinks fit, Notice in writing of every meeting of the Board shall be given to every Director for the being in India, and at his usual address in India. 29. A Director may and on the request of a Director, the secretary shall at any time summon a meeting of the Directors. 30. Questions arising at any meeting shall be decided by a majority of votes, each director having one vote and in case of equality of votes, the Chairman shall have a second casting vote. 31. A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these articles vested in or exercisable by the directors generally. 32. Save in those cases where a resolution is required to be passed at a meeting of the Board, a resolution shall be as valid and effectual as if it had been passed at meeting of the Board, or Committee of the Board, as the case may be duly called and constituted, if a draft thereof in writing is circulated, together with the necessary papers if any, to all the Directors, or to all the members of the Committee of the Board, as the case may be, then in India (not being less in number than the quorum fixed for meeting of the Board or the committee) at their usual address in India and has been, approved by such of them as are then in India or by a majority of such of them as are entitled to vote on the resolution.

SEAL 33. The Company shall have a common seal and the Board shall provide for the safe custody of the seal and shall determine the place and manner of use of such seal and confer the authority for its use to such persons as they shall from time to time designate.

DIVIDEND 34. Subject to sections 205 and 206 of the Act, there may from time to time be paid to Members such dividends, interim or otherwise, as may appear, to the Board to be justified by the profits of the company. 35. A transfer of shares shall not pass the rights to any dividend thereon before the registration of the transfer by the company. 36. No dividend shall be paid in respect of any share capital except to the Member registered in respect of such share or to his order or to his bankers but nothing contained in this article shall be deemed to requires banker of a member to make a separate application to the Company for payment of the dividends. 37. Any one of several persons who are members registered jointly in respect of any share may give effectual receipts for all dividends, bonuses and other payments in respect of such share. 38. Notices of any dividend, whether interim or otherwise, shall be given to the persons entitled to share therein in the manner mentioned in the Act. 39. Unless otherwise directed, any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or warrant sent though post to the registered address of the member as appearing in the registered of members and in the case of members registered jointly to the registered address of the first named in the register or to such address as the member or members as the case may be, may direct and every cheque or warrant shall be made payable to the order of the person to whom it is sent, 40. Unclaimed dividends will be regulated in accordance with the provisions .of the Companies Act 1956. 41. All dividends shall be paid proportionately to the amounts paid or credited as paid on the shares or unless the terms of issue otherwise provide, shall carry dividend only for the period from the date of allotment. ACCOUNTS 42. The Board shall cause to be kept in accordance with. Section 208 of the Act proper books of account with respect to :(a) All sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure has taken place. (b) All sales, and Purchases of the goods by the company.

(c) The assets and liabilities of the company,

43. The books of account shall be kept at the registered office or at such other place in India as the Board thinks fit, and shall be open to inspection by any Director during business hours. 44. The Board shall from time to time determine whether and to what extent and at what times and places under what conditions or regulations, the books of account and books and documents of the Company, other than those in respect of which right of inspection by members is conferred by law, shall be open to the inspection of the member between 11 am and 1 pm on all working days ( not being Directors) and no member( not being a Director) shall have any right of inspecting any books of account or book or document of the Company except as conferred b y law or authorized by the Board or by the Company in General Meeting. GENERAL 45. Every Directors, auditor, trustee, member of the committee, officer, servant, agent, accountant or other persons employed in the business of the company shall observe strict secrecy respecting all transaction of the company with the customers and the state of accounts with individuals and the matters relating thereto shall not reveal any of the matters which may come to his or their knowledge in the discharge of his or their duties except when required to do by the Directors or by a court of law and except so far as may be necessary in order to comply with any of the provisions in these presents contained. 46. No member shall be entitled to require the discovery of or any information respecting any details of the company's trading or any matter which is or may be in the nature of trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interest of the Company to communicate. 47. Subject to provisions of Section 201 of the Companies Act, 1956 the Directors, Auditors, Secretary and other officers for the time being of the Company and their heirs, executors and administrators respectively shall be indemnified out of the funds of the Company from and against all suits, proceedings costs, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices, except such (if any) as they shall or may incur or sustain by or through their own willful neglect or default respectively and no such officers shall be answerable or the acts, receipts, neglects or defaults of any other officer or for joining in any receipts for the sake of conformity or for the honesty of any bankers or other persons with whom any moneys or effects belonging to the company may be lodged or deposited, for safe custody or for any insufficiency or deficiency or any security upon which any moneys of the company shall be invested or for any other loss or damage due to any such cause aforesaid or which may happen in or about the execution of his office unless the same shall happen through the willful neglect or default of such officer. 48. Subject to the provisions of Section 201 of the Act, no Director or other Officer of the Company shall be liable for the acts, receipts, respect of any other Director or Officer of for joining in any receipt or other act for conformity or for any loss expenses happening to the company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the company or for the Insufficiency or deficiency of any security In or upon which any of the moneys of the company shall be invested or any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any moneys, securities, or effects shall be deposited or for any loss occasioned by an error of judgment on oversight on his part, or for any loss, damage or misfortunes whatever which shall happen in the execution of the duties of his office or in relation thereof unless the same happens through his own dishonesty.

SECTION IX - OTHER INFORMATION

MATERIAL DOCUMENTS FOR INSPECTION

The copies of the following documents will be available for inspection at the Registered Office from 10.00 am to 4.00 pm on Working Days

1. Certificate of Incorporation of the Company. 2. Memorandum and Articles of Association of the Company as amended from time to time.

Page

69

3. Copies of Annual Report of the Company for the last five years.