1. Directors'Report

Dear Members,

Directors of the Company are pleased to present the 37thAnnual Report for the financial year ended 31st March, 2015.

3. State of Company Affairs & Future Outlook

During the Financial year under review, the Company has recorded a total income or 73,78,247/- as compared to" 1,63,78,757/-, for the previous financial which reflects a decline of 54.95% but the low cost of expenditure led to higher profit in the current financial year than the previous year.

The ProfitAfter Tax during financial year under review is ~ 3,68,844/- as against" 88,497/-in the previous year.

There has been a consistent increase in profit of the Company. The Company is showing substantial growth and is making all due efforts in achieving its business objectives in the most efficient manner.

4. The amount proposed to be carried to reserves

No amount have been transferred in any reserves during the year under review

5. Dividend

Board of Directors in the long term interest of shareholders has not recommended any dividend in respect of financial year under review.

6. Material changes and commitments affecting the financial position of the company between the end of the financial year and the date of the Report

No Material Changes and commitments affecting the financial position of the Company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Directors' Report.

Disclosure pertaining to the effect on the financial results of material changes in the composition of the Company, if any, pursuant to Clause 41(iv)(m) of the ListingAgreement.

There has not been any material change in the composition of the Company and therefore the Disclosure of Clause 41(IV)(m) of the ListingAgreement pertaining to material changes in the composition of the Company, is not applicable upon the Company.

7. Change in Share Capital

During theyear under review, there has been no change in theAuthorised or Paid-up Share Capital. The Authorised Share Capital of the Company stands at" 5,05,00,000/- divided into 50,50,000 Equity Shares of 10 each. The Paid-up Share Capital ofthe Company is ' 5,01,00,000/-divided into 50,10,000 Equity Shares of " 10/-each.

8. Extract of Annual Return

The Extract ofthe Annual Return as on the financial year ended on 31st March, 2015, in Form MGT-9 pursuant to section 92(3)of the Act and Rule 12(1) ofthe Companies (Management and Administration) Rules, 2014 is appended to the Directors' Report in Annexure-1.

9. Number of Meetings of the Board

Six Meetings of the Board were held during the financial year 2014-2015 i.e. on 27/05/2014, 28/07/2014,12/11/2014,31/12/2014, 19/01/2015 and 28/03/2015

Further, one exclusive meeting of the Independent Directors, pursuant to Schedule IV of the Act and Clause 49(II)(B)(6) of the ListingAgreementwas held on 30th March,2015.

All the meetings were held in accordance with the provisions of theAct and the ListingAgreement.

The Details of the above meetings are given in Corporate Governance Report which is annexed in theAnnual Report.

10. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) read with section 134 (5) of the Act, to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors of the Company hereby make the following statements:

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

b. The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on the Financial Year ended on 31st March, 2015 and of the profit of the company for the year under review.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Declaration by the Independent Directors

Pursuant to Section 149(7) of theAct, all the independent directors have submitted the statement at their first Board Meeting of the financial year under review that they meet the criteria of independence as laid down under section 149(6) of the Act, read with clause 49 of listing agreement.

12. Policy on Directors'Appointment& Remuneration

The Nomination & Remuneration Committee has formulated Nomination and Remuneration Policy in compliance with Section 178 of the CompaniesAct, 2013 read along with the applicable rules thereto and Clause 49 of the ListingAgreement, as amended from time to time.

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board. The Company has also formulated a policy on Board Diversity to look after the same and separate the function of governance and management.

In this policy criteria is formulated for determining qualifications, positive attributes and independence of a director and has further formulated a policyrelating to the remuneration fordirectors, keymanagerial personnel and otheremployees, which has been duly approved by the Board ofDirectors.

The shareholders may also visit the Company's website for the detailed Nomination and Remuneration Policy ofthe Company on Directorsappointmentand remuneration.

13. Auditors & Auditors'Report

A. Statutory Auditors

M/s. Arun Jain & Associates, Chartered Accountants of 2B, Grant Lane, 2nd Floor, Room No-74, Kolkata - 700 012, Statutory Auditor of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Arun Jain &Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 42ndAGM, subject to ratification of their appointment at everyAGM.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the CompaniesAct, 2013 and that they are not disqualified for re-appointment.

B. Independent Auditors' Report

The Self Explanatory IndependentAuditors' Report does not contain any adverse remarks or qualification.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with the Rules made thereunder, Mr. Praveen Sharma (C.P. No.14501, Membership No.A30365), Company Secretary in whole-time Practice, was appointed for the issuance of the Secretarial Audit Report for the Financial Year 2014-15.

D. Secretarial Audit Report

The Reportofthe Secretarial AuditReportdoesnotcontain anyadverseremarksaveand exceptthe followings:-

1. There was a delay in filing e-form MGT-14 regarding adoption ofAnnualAccounts, adoption of Director's Report, DIR-12 regarding appointmentofDirectors etc.

2. There isno filing ofFORM-A with the stock exchange in relation to theAnnual report for the year2014. The SecretarialAudit Report is annexed herewith as Annexure-2.

14. Particulars of Loans, Guarantees or Investments under Section 186 of the Act

Details of Loans, Investments covered under the provisions of Section 186 of the CompaniesAct, 2013 are given in the notes to the Financial Statements.

15. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form

All related party transactions, contracts or arrangements that were entered into, during the financial year under review, were on an arms-length basis and in the ordinary course of business.

The Company has adhered to its "Policy on Related Party Transactions and Materiality of Related Party Transactions" while perusing all Related Party transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

During the year under review, the Company has not entered into any material related party transaction as defined in Clause 49 of the Listing Agreement. All Related Party Transactions were placed before the Audit Committee and the Board for approval. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Act read with the Rules made thereunder.

16. Corporate Governance

Pursuant to SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 Clause 49 of the Equity Listing Agreement is not applicable to the company. However, on a voluntary basis the Company has complied with the provisions of Clause 49 to the extent feasible for the Company.

A separate report on Corporate Governance is furnished as a part of the Directors' Report and the certificate from the Practicing Chartered Accountant regarding compliance with the condition of Corporate Governance is annexed to the said Report.

Disclosure as per Section II.B.IV. of Part-II of Schedule V of the Companies Act, 2013 are as follows:-

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc. of all the Directors- Only the Executive Director received salary.

(ii) Details of Fixed component and performance linked incentives alongwith the performance criteria-Nil

(iii) service contracts, notice period, severance fees-If and when the agreement expires or is terminated for any reason whatsoever, Mr. Rabi Jalan, Executive Director will cease to be the Managing Director. If at any time he ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the Managing Director and the agreement shall forthwith terminate.

(iv) stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.-Nil

17. Disclosure pursuantto Section 177(8) of the Act-Composition of the Audit Committee

Pursuant to section 177(8) of the CompaniesAct, 2013 disclosure of the Composition of Audit Committee is given below:-

The Audit Committee of the Company comprises of four non-executive independent directors and one Executive Director as on 31st March, 2015.

The Committee is chaired by Mr. Lokesh Pasari (DIN: 06759155), non-executive Independent Director.

Further, the Board of Directors has accepted all the recommendations of the Audit Committee in the Financial Year 2014-15.

18. Composition of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee is re-constituted as per the requirements of Section 178 of the CompaniesAct, 2013.

The Nomination and Remuneration Committee of the Company comprises of four Non-Executive Independent Directors.

19. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee is re-constituted as perthe requirements of Section 178 of the Companies Act, 2013.

The Stakeholders Relationship Committee of the Company comprises three Non-Executive independent directors and one Executive Director.

20. Conservation of Energy, Technology absorption, Foreign exchange earnings and outgo

In terms of Section 134 (3) (m) of the Act read with the Rules made there under, the Company has no activity relating to Conservation of Energy, TechnologyAbsorption and Foreign Exchange earnings and outgo during the financial year under review.

21. Risk Management Policy

During the year, the Company constituted a Risk Management Committee in accordance with Clause 49 of the Listing Agreement which has been entrusted with the responsibility of:

a) Overseeing and approving the Company's enterprise wide risk management framework; and

b) Overseeing thatall the risks thatthe organization faces.

Accordingly, the Company has in place a Risk Management Policy in accordance with Clause 49 of the Listing Agreement provisions and in compliance with Section 134(3)(n) of theAct. The Policy provides for the identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

Pursuant to Schedule IV (II)(4) of the Act, the Independent Directors, inter-alia amongst others, review the system from time to time to ensure that Risk Management is resilient.

Further, in compliance with Clause 49(I)(D)(2)(a) of the Listing Agreement, the Board of Directors have also been reviewing on a periodical basis the Risk Management Policy of the Company to make it at par with the Company's objectives.

22. Policy on Corporate Social Responsibility (CSR) Initiatives

Pursuant to provisions of Section 135 of the Act, the Company is not required to constitute a Corporate Social Responsibility Committeeorto undertakeanyCSR activities.

Therefore, theCompanyisnotrequired to makeanydisclosure as specified in Section 134(3)(o) oftheAct.

23. Manner of Formal Annual Performance Evaluation of the Board, Individual Directors And Committees

Pursuant to Section 134(3)(p) of theAct read with Rule 8(4)of the Companies (Accounts) Rules, 2014, other applicable provisions of the Act, and various applicable clauses of the ListingAgreement, the manner in which annual performance of individual directors and the committees was evaluated in the reported year,is described hereunder:-

a. Pursuant to Clause 49(IV)(B)(1), the Nomination & Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees. The details of the same are described in the CorporateGovernanceReport.

b. The Nomination & Remuneration Committee also identifies persons qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommends to the Board their appointment and removal and carries out the evaluation of every director's performance in accordance with Section 178(2) of the Act read with the Rules framed thereunder and Clause 49(IV)(B)(4) of the ListingAgreement.

c. The performance evaluation criteria of the Board and Independent Directors has been formulated by the Nomination and Remuneration Committee Pursuant to Clause 49(IV)(B)(2) of the ListingAgreement.

d. Pursuant to section 178(2) of the Act, the Nomination and Remuneration Committee of the Company carries out the performance evaluation ofthe individual directors.

e. Further, the Committee has also devised a Policy on Board Diversity as provided in Clause 49(IV)(B)(3) of the Listing Agreement.

f. Pursuant to Clause VIII of Schedule IV to the Act and Clause 49(II)(B)(5) of the ListingAgreement, the performance evaluation of the Independent Directors is persued by the entire Board of Directors, excluding the director being evaluated. On the basis of the report of performance evaluation, the extension of the term of appointment or its continuance in respect of the independent directors is considered.

g. Pursuant to Clause VII of Schedule IV to the Act and Clause 49(II)(B)(6) of the ListingAgreement, a separate meeting of the Independent Directors of the Company was held on 31st March, 2015 to Review of the performance of the non-independent directors and the Board as a whole and that of the Chairman of the company, taking into account the views of the executive directors and non-executive directors. The parameters of evaluation were as per the criteria formulated by the Nomination and Remuneration Committee.

h. Further, the board monitors and reviews the board evaluation framework in compliance with Clause 49 (I)(D)(2)(i) of the Listing Agreement and evaluates the performance of all the Committees.

24. Nomination and Remuneration Policy

Section 178 of the Act, read with Rules made thereunder and Clause 49(IV)(B) of the Listing Agreement, defines the role of the Nomination and Remuneration Committee to include, interalia amongst others, the following:

a. To formulate the criteria for determining qualifications, positive attributes and independence of a director and to recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

b. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The details ofthe same have been provided in the Corporate Governance Reportforthe Financial Year2014-15.The shareholders may also visit the Company's website, viz; www.dwitiyatrading.com  for the detailed Nomination and Remuneration Policy of the Company on Directors appointment and remuneration.

25. Change in the nature business

Therehasbeen nochange in thenatureofbusiness oftheCompanyin theFinancial Yearunderreview.

26. Directors and Key Managerial Personnel

a. Non-Executive, Independent & Executive Directors

The Board of Director of the Company has appointed Ms. Bandana Mishra on 19th January, 2015 and Mr. Chandra Dutta Sharma and Mr. Ashutosh Dey as Additional Directors of the Company on 28th March, 2015. They are holding office as Independent Directors of the Company and are entitled to hold office as additional directors up to the date of ensuing Annual General Meeting. Accordingly, it is proposed to appoint Ms. Bandana Mishra, Mr. Chandra Dutta Sharma and Mr. Ashutosh Dey as non-retiring Independent Directors of the Company in accordance with Section 149 of the CompaniesAct, 2013, to hold office till the conclusion of 42ndAGM, i.e. forthe tenure of 5 years.

Mr. Rabi Jalan was appointed as an Additional Director of the Company w.e.f. November 12, 2014. Subsequently, the Board of Director of the Company based on the Recommendation of Nomination and Remuneration Committee (Erstwhile Remuneration Committee) has appointed him as Managing Director of the Company w.e.f. December 31, 2014 for a period of 5 (five) years ending on December 30, 2019. Accordingly, the approval of member is sought to the appointment of Mr. Rabi Jalan as Managing Director of the Company as per the provisions of the CompaniesAct, 2013.

b. Chief Financial Officer

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

27. Names of Companies which have become or ceased to be the Company's Subsidiaries, Joint Ventures or Associate Companies during theyearunder review

The Company does not have any subsidiaries and associate companies (as defined in Section 2(6) of the Act) nor is associated with any joint ventures and therefore disclosure requirement pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 is not applicableforthe Company.

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

The Company has not accepted any deposits during the financial year under review. No public deposits are outstanding or held by the Company as on 31st March, 2015.

29. Details of deposits which are not in compliance with the requirements of Chapter V of the Act

Since the Company has neither accepted any deposits during the financial year under review nor has any outstanding deposits as on 31st March, 2015, therefore there are no disclosures as specified in Rule 8(5)(vi) of the Companies (Accounts) Rules, 2014 for non-compliance with the requirements of ChapterVof theAct.

30. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's future operations

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations in the concerned financial year.

31. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicableAccounting Standards for properly maintaining the books of accounts and reporting financial statements.

Pursuant to the section 177(4)(vii) of the Act and the SEBI Circular No. CIR/CFD/POLICY CELL/2/2014, dated 17th April, 2014 regarding the amendment of Clause 49 of the Listing Agreement, applicable with effect from 1st October, 2014, the Audit Committee has been empowered by the Board in its meeting to review the adequacy of internal financial controls and the risk managementsystemsofthe Company.

Thus, the audit committee ensures that there is a direct relationship between the Company's objectives and the internal financial controls itimplementsto provide reasonable assuranceabouttheirachievement.

32. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Company has no employee whose remuneration exceeds the limit prescribed under section 197 read with Rule 5(2) ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, Various disclosures pursuant to the section 197 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided herein below:

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

None of the employees have served the Company for a complete financial year and therefore the Company is not required to provide the aforesaid disclosure.

II. The percentage increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, If any, in the financial year

33. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of Equity Listing Agreement (as amended by the Securities and Exchange Board of India (SEBI) vide

Circular nos. CIR/CFD/POLICY CELL/2/2014, dated 17th April,2014 and CIR/CFD/POLICY CELL/7/2014, dated 15th September,2014), a Vigil Mechanism for directors and employees to report genuine concerns has been established.

The details ofthe Vigil Mechanism/Whistle Blower Policy is explained in the Corporate Governance Report and also disclosed on the website oftheCompany.

34. Insider Trading

The Company has put in place a prevention of Insider Trading Code based on SEBI (Prohibition of Insider Trading) Regulations,1992. This code was applicable to all Directors and select employees. The code ensured prevention of dealing in shares bypersons having accessto unpublished pricesensitive information.

The aforesaid Code was effective till 14th May, 2015 & thereafter repealed with the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" and "Code of Conduct to Regulate, Monitor and Report Trading", pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, effective from 15th May, 2015.

The aforesaid Codes have been disclosed on the website ofthe Company.

35. Transfer of amount to The Investor Education And Protection Fund

There is no amount pending for transfer to the Investor Education and Protection Fund, in accordance to the provisions of Section 205A(5)and 205CoftheAct.

36. Listing

The Company's shares are listed in the Calcutta Stock Exchange Limited and BSE Limited. The listing fees paid to the said stock exchanges.

37. Green Initiative

To support the 'Green Initiative' in the Corporate Governance taken by the Ministry of Corporate Affairs, to contribute towards greener environment and to receive all documents, notices, including Annual Reports and other communications of the Company, investors should register their e-mail addresses with M/s. Purva Sharegistry (India) Pvt. Ltd., Unit No.9, Shiv Shakti Ind. Estt., J.R.Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai-400 011, E- mail: busicomp@gmail.com , if shares are held in physical mode or with their DP if the holding is in electronic mode.

The Annual Report and Notice of theAnnual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s) in Electronic Copies. Physical copies of Annual Report and Notice of theAnnual General Meeting are sent in the permitted mode to the members who have not registered their email address.

Members requiring physical copies can send their request to Ms. Minakshi Banthia, Company Secretary of the Company at the registered office ofthe Company.

Pursuant to Section 108 ofthe CompaniesAct, 2013, the Company is providing e-voting facility to all the members to enable them to cast their votes electronically on all the resolutions set forth in the Notice.

38. Compliance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013

The Company believes in creating a safe environment for the employees which is free from any discrimination. Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal)Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013, the Company has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. Ms. Bandana Mishra is the Presiding Officer to the Committee.

The Directors of the Company state that during the year under review, there were no cases filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention, Prohibition, and Redressal)Act, 2013

39. Management's Discussion and Analysis

In accordance with the listing requirement, the Management's Discussion and Analysis is presented in a separate section and forms part of theAnnual Report 2014-15.

40. Acknowledgement

The Directors of the Company would like to express their appreciation for the continued co-operation and support by the banks, customers and business associates. The Board takes this opportunity to place on record its deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, the Board of Directors is deeply grateful for the continuous confidence and faith shown by the members ofthe Company.

For and on behalf of the Board of Directors

Dwitiya Trading Limited

Bandana Mishra

Chairperson DIN: 07001783

Place : Kolkata

Dated : 30.05.2015