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Decillion Finance Ltd.

BSE: 539190 Sector: Financials
NSE: N.A. ISIN Code: INE848N01017
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Decillion Finance Ltd. (DECILLIONFIN) - Director Report

Company director report

To

The Members

Your directors have pleasure in presenting their Twenty-first Annual Report on thebusiness and operations of Decillion Finance Limited (the "Company") togetherwith the audited statement of accounts for the year ended 31st March 2015.

Financial Highlights (Standalone and Consolidated)

During the year under review performance of your company is as under :

(in Rs.)
Particulars Year Ended 31.03.2015 Year Ended 31.03.2014
Revenue 10488991 4851399
Less: Expenditure 9950293 4116215
Profit/(Loss) before taxation 538697 735184
Less: Tax Expense 161967 197714
Profit after tax 376730 537470
Transfer to Special Reserve 75346 107494
Transfer to Contingent Provisions against Standard Assets (25557) 87798
Balance brought forward from Previous year (655720) (1173493)
Balance transferred to Balance Sheet (379892) (655720)

The consolidated performance of the group as per consolidated financial statements isas under:

(in Rs.)
Particulars Year Ended 31.03.2015 Year Ended 31.03.2014
Revenue 10634146 5163195
Less: Expenditure 10079835 4264310
Profit/(Loss) before taxation 554311 898885
Less: Tax Expense 176272 231766
Profit after tax 378039 667119
Share of Profit / (Loss) transferred to Minority Interest 201 39000
Balance Profit / (Loss) C/F to the next year (340673) (612718)

Operating & Financial Performance

Gross revenues increased to Rs. 10488991 a growth of around 116.21% against Rs.4851399 in the previous year. Profit before taxation was Rs. 538697 against Rs.735184 in the previous year. The percentage of profit has decreased by 26.73% due toonetime exceptional expenditure towards Initial Listing Fees & Merchant Bankers Fees.After providing for taxation of Rs. 161967 & Rs. 197714 respectively the netprofit of the Company for the year under review was placed at Rs. 376730 as against Rs.537470 in the previous year.

Dividend

With the view to conserve the resources of Company the Directors are not recommendingany dividend.

Changes in Share Capital

During the Financial Year 2014-15 there has been no change in the share capital of theCompany.

Extract of Annual Return

The extract of Annual Return in format MGT-9 for the Financial Year 2014-15 has beenenclosed with this report as Annexure I.

Board of Directors

In accordance with the provisions of Companies Act 2013 Ms. Bharti Ranga (DIN:06864738) Director of the Company retires by rotation and being eligible offers herselffor re-appointment.

At the 20th Annual General Meeting of the company held on 30th September 2014 theCompany had appointed Mr. Ashish Jalan (DIN 06503424) and Mr. Nikunj Kanodia (DIN06427863) as independent directors under the Companies Act 2013 for 5 consecutive yearsfor a term upto September 2019.

All independent directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and clause 49 oflisting agreement.

Key Managerial Personnel

Ms. Poonam Dalmia Company Secretary was appointed as Key Managerial Personnel of theCompany in compliance with the provisions of Section 203 of the Companies Act 2013 w.e.f.21st July 2014 and Ms. Abhijit Nagee resigned on 21st July 2014 as Company Secretary andno other Key Managerial Person has been appointed or retired or resigned during the yearunder review.

Number of Board Meetings

During the Financial Year 2014-15 eleven (11) meetings of the Board of Directors ofthe Company and four (4) Audit Committee Meetings were held. The details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Company's Remuneration Policy is available on the Company's website atwww.decillion.co.in and also forms part of Directors Report as Annexure II.

Declaration by Independent Directors

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.

Committees of the Board

Currently the Board has three committees: the audit committee nomination andremuneration committee and stakeholders' relationship committee. All committees consist ofrequisite number of independent directors.

Particulars of Loan Guarantees and Investments under Section 186

The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The detail of the investments made by the Companyis given in the notes to the financial statements.

Related Party Transactions

All Related party transactions that were entered into during the financial year were onan arms length basis and in the ordinary course of business. There are no materialsignificant related party transactions made by the Company during the year that would haverequired shareholder approval under Clause 49 of the Listing Agreement. All related partytransactions are reported to the Audit Committee. Prior approval of the Audit Committee isobtained on a yearly basis for the transactions which are planned and/ or repetitive innature and omnibus approvals are taken within limits laid down for unforeseentransactions. The disclosure under Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is not applicable. The Policy on RelatedParty transactions as approved by the Board has been uploaded on the Company's Website andmay be accessed at the link http://decillion.co.in/related-party-policy.

The details of the transactions with related parties during 2014-15 are provided in theaccompanying financial statements. None of the Directors had any pecuniary relationship ortransactions with the Company during the year under review. Director's ResponsibilityStatement

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 andClause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparationof the annual accounts for the year ended on 31.03.2015 and state that :

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(vi) there is a proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Statutory Auditor

M/s. S. K. Rungta & Co. Chartered Accountants (FRN: 308081E) Kolkata wereappointed as Statutory Auditors of the Company from the conclusion of the Annual GeneralMeeting held on 30.09.2014 until the conclusion of 23rd Annual General Meeting to be heldin the year 2017. The Company has received a certificate from the above Auditors to theeffect that if they are reappointed it would be in accordance with the provisions ofSection 141 of the Companies Act 2013. Their continuance of appointment and payment ofremuneration are to be confirmed and approved in the ensuing Annual General Meeting.

Secretarial Auditor

Mr. Anand Khandelia Practicing Company Secretary was appointed to conduct thesecretarial audit of the Company for the financial year 2014-15 as required under Section204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report forFinancial Year 2014-15 form a part of the Director Report and is attached here as AnnexureIII. The Secretarial Audit

Report contains a remark for not appointing Chief Financial Officer it has been statedthat Company will soon appoint the CFO u/s 203 of the Companies Act 2013.

Explanation to Auditor's Remarks

The Auditors' Report by the Statutory Auditors and by the Secretarial Auditor in theSecretarial Audit Report being selfexplanatory does not call for any further comments bythe Board of Directors.

Material Changes Affecting the Financial Position of the Company

Your Company has received In Principal Approval for listing of equity shares on the BSELimited under direct listing vide letter no. DCS/DL/MA/IP/1068/2014-15 dated 23rd March2015. Soon your Company will be listed at BSE Limited.

Internal Control Systems and Their Adequacy

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Director.

Conservation of Energy & Technology Absorption

Since the Company does not own any manufacturing facility being an Investment Companythe particulars relating to conservation of energy and technology absorption stipulated inthe Companies (Accounts) Rules 2014 are not applicable.

Foreign Exchange Earnings & Outgo

There is no foreign exchange earnings and outgo during the year under review.

Details of Subsidiary

As on March 31 2015 the Company had five Indian subsidiaries. There has been change inthe number of subsidiaries but there has been no change in the nature of business of thesubsidiaries during the year under review. In accordance with Section 129(3) of theCompanies Act 2013 the Company has prepared a consolidated financial statement of theCompany and all its subsidiary companies which is forming part of the Annual Report. Astatement containing salient features of the financial statements of the subsidiarycompanies in the prescribed format AOC 1 is also included in the Board Report and isattached in the Annual Report as Annexure IV. In accordance with third proviso of Section136(1) of the Companies Act 2013 the Annual Report of the Company containing thereinits standalone and the consolidated financial statements has been placed on the website ofthe Company www.decillion.co.in. Further as per fourth proviso of the said sectionaudited annual accounts of each of the subsidiary companies have also been placed on thewebsite of the Company www.decillion.co.in.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which is available on the Company's websitewww.decillion.co.in

Management's Discussion and Analysis Report

The Management's Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India isannexed to this report.

Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India. The Report on Corporate Governance as stipulated under Clause 49of the Listing Agreement forms part of the Annual Report and annexed as Annexure V.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The code laid down by the Board is known as "code of businessconduct" which forms an Appendix to the Code. The Code has been posted on theCompany's website www.decillion.co.in.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

Deposits

The Company being a non- banking financial Company has not accepted any public depositsand as such no amount on account of principal or interest on public deposits wasoutstanding as on the date of the balance sheet.

Managerial Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is attached here as Annexure VI and forms a part of theDirectors' Report.

There are no employees who are in receipt of remuneration in excess of the limitspecified under section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

RBI Guidelines for Non-Banking Financial Companies

The Company has observed all the prudential norms prescribed by the Reserve Bank ofIndia. The Schedule as required in terms of Paragraph 13 of Non-Banking FinancialCompanies Prudential Norms (Reserve Bank) Directions 2015 is annexed herewith.

Listing of Shares on BSE

Your Company has received In Principle Approval for Listing of Equity Shares on theExchanges under Direct Listing vide letter DCS/DL/MA/IP/1068/2014-15 dated March 23 2015.

Acknowledgment

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government the Ministry of Corporate Affairs the ReserveBank of India Local Bodies Executives Staff and others at all levels for theircontinuous support cooperation assistance and look forward to their continued support inthe future. Our consistent growth was made possible by their hard work solidaritycooperation and support.

By Order of the Board of Directors

For Decillion Finance Limited

Mahesh Kumar Bhalotia Jitendra Kumar Goyal
Place: Kolkata Director Director
Date: 30/05/2015 (DIN : 00280743) (DIN : 00468744)

ANNEXURE - II

NOMINATION & REMUNERATION POLICY

INTRODUCTION

The Company considers human resources as its invaluable assets. This policy onnomination & remuneration of Directors Key Managerial Personnel (KMPs) and otheremployees has been formulated in terms of the provisions of the Companies Act 2013 andthe listing agreement in order to pay equitable remuneration to the Directors KeyManagerial Personnel (KMPs) and employees of the Company and to harmonize the aspirationsof human resources consistent with the goals of the Company.

OBJECTIVE

The Key Objectives of the Committee would be :

a) To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation.

c) To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management DEFINITIONS

• "Board" means Board of Directors of the Company.

• "Company" means "Decillion Finance Limited."

• "Independent Director" means a director referred to in Section 149 (6)of the Companies Act 2013.

• "Key Managerial Personnel" (KMP) means

(i) CEO or the Managing Director or the Manager

(ii) Company Secretary

(iii) Whole-time Director

(iv) CFO

(v) Such other officer as may be prescribed

• "Nomination and Remuneration Committee" shall mean a Committee ofBoard of Directors of the Company constituted in accordance with the provisions ofSection 178 of the Companies Act 2013 and the Listing Agreement.

• "Policy or This Policy" means "Nomination and RemunerationPolicy."

• "Remuneration" means any money or its equivalent given or passed toany person for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961.

• "Senior Management" mean personnel of the Company who are members ofits core management team excluding Board of Directors. This would include all members ofmanagement one level below the executive directors including all the functional heads.

POLICY FOR APPOINTMENT OF DIRECTORS KMPs AND SENIOR MANAGEMENT

Appointment criteria and qualifications :

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.

Term / Tenure :

1. Managing Director/Whole-time Director/Manager (Managerial Person): - The Companyshall appoint or re-appoint any person as its Managerial Person for a term not exceedingfive years at a time. No re-appointment shall be made earlier than one year before theexpiry of term.

2. An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re- appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report. NoIndependent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director.

3. A whole-time KMP of the Company shall not hold office in more than one Companyexcept in its subsidiary company at the same time.

Evaluation:

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management at regular interval.

POLICY RELATING TO REMUNERATION FOR DIRECTORS KMPs AND OTHER EMPLOYEES

General

1. The remunerati'on/compensation/commission etc. to Directors will be determined bythe Committee and recommended to the Board for approval.

2. The remuneration & commission paid to the Managing Director shall be inaccordance with the provisions of the Companies Act 2013 and the rules made there under.

Remuneration to Non-Executive/Independent Directors

The remuneration payable to each Non-executive Director is based on the remunerationstructure as determined by the Boardand is revised from time to time depending onindividual contribution the Company's performance and the provisions of the

Companies Act 2013 and the rules made there under.

DEVIATIONS FROM THIS POLICY

Deviations on elements of this policy in extraordinary circumstances when deemednecessary in the interests of the Company will be made if there are specific reasons todo so in an individual case.

ANNEXURE - III

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st March 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members Decillion Finance Limited

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Decillion Finance Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on March 31 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2015 accordingto the provisions of :

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRARs.) and the rules madethere under;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI ActRs.):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers)Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(e) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(v) Other laws applicable specifically to the Company namely:

(a) Non Banking Financial (Non Deposits Accepting or Holding) Companies PrudentialNorms (Reserve Bank) Directions - 2015.

(b) Amendments and notifications issued by Ministry of Corporate Affairs New Delhi inregards with the Companies Act 2013.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with The Calcutta StockExchange Ltd. Delhi Stock Exchange Ltd. Jaipur Stock Exchange Ltd. and Ahmedabad StockExchange Ltd.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations that:

1. The "Key Managerial Personnel" i.e Chief Financial Officer as required tobe appointed by companies listed on stock exchanges in India pursuant to the provision ofsection 203(1) of the Companies Act 2013 have not been appointed by the Company duringthe period under scrutiny. However it has been represented to us by the management of theCompany that the Board of Directors of the Company is in the process of searching of asuitable candidate for the same.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have recorded.

I further report that the compliance by the Company of applicable financial laws likedirect and indirect tax laws has not been reviewed in this Audit since the same have beensubject to review by statutory financial audit and other designated professionals.

I further report that during the audit period the Company except for the listing of theequity shares at BSE Limited there were no other specific events/ actions in pursuance ofthe above referred laws rules regulations guidelines etc. having a major bearing onthe Company's affairs.

Anand Khandelia
Place : Kolkata FCS No. : 5803
Date : 30.05.2015 C P No.: 5841

ANNEXURE- IV

Statement containing salient features of the financial statement of Subsidiaries /Associate Companies / Joint Ventures

[Pursuant to the first proviso to Sub-section (3) of the Companies Act 2013 read withRule 5 of the Companies (Accounts) Rules 2014 - AOC -1]

Part "A" - Subsidiaries

SI. No. Name of the Subsidiary Reporting Period Reporting Currency & Exchange rate Share Capital Reserves & Surplus Total assets Total liabilities Investments Turnover Profit before Tax Provision for Tax Profit/(Loss) after Tax

Proposed Dividend

%of share holding
1 Aurelian Trading Private Limited 31st March 2015 INR 1260000 6720719 8022430 8022430 7942000 29942 2453 2318 135 - 59.52
2 Centuple Commercial Limited 31st March 2015 INR 510000 -20652 501322 501322 200000 24903 2218 2614 -396 - 50.98
3 Goldmoon Commotrade Ltd. 31st March 2015 INR 500000 3600204 7732008 7732008 7587500 34927 3760 4256 -496 - 60
4 Littlestar Tracom Ltd. 31st March 2015 INR 830000 6260635 7117089 7117089 6985000 25403 4038 2821 1217 - 65.06
5 Maruti Tie-up Pvt. Ltd. 31st March 2015 INR 1115000 6958552 8100239 8100239 8000000 29982 3146 2296 850 - 86.55

Note: Janhit Tracom Limited have been sold during the year.

Part "B" - Associates and Joint Ventures

SI. No. Name of Associates Latest audited Balance Sheet Date Shares of Associates/ Joint Ventures held by the company on the year end Amount of Investment in Associates Extend of Holding % Description of how there is significant influence Reason why the associate is not consolidated Networth attributable to Shareholding as per latest audited Balance Sheet Profit/ Loss for the year Considered in Consolidation (i) Not Considered in Consolidation (ii)
NOT APPLICABLE

 

By Order of the Board of Directors

For Decillion Finance Limited

Mahesh Kumar Bhalotia Jitendra Kumar Goyal
Place: Kolkata Director Director
Date: 30/05/2015 (DIN : 00280743) (DIN : 00468744)

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