Your Directors present herewiththe 33rdAnnualReport forthe year ended 31.03.2016.
| || ||(In Rupees) |
|Particulars ||FortheYear Ended 31.03.2016 ||For the Year Ended 31.03.2015 |
|Income fromOperations || || |
|Sale of Jewellery ||81924235.00 ||102988835.00 |
|Surplus on purchase/ sale of Bullion Commoditiesetc ||- ||243249.00 |
|Other Income ||- ||317779.00 |
|TotalIncome ||81924235.00 ||103549863.00 |
|TotalExpenditure ||81790185.55 ||101564115.00 |
|Profit/(Loss) before tax ||134049.45 ||1985748.00 |
|Provision forTax ||36122.58 ||547544.00 |
|Net Profit/(Loss) ||97926.87 ||1438203.00 |
During the year under review your company was carrying-out the business of Gems &Jewellery and purchase & sale of commoditiesbullion etc. Company has earned thetotal revenue of Rs.81924235/- Net Profit after Tax for the year underconsiderationisRs.97926.87. Your Company hopes to increase its presence in the business inthe coming years which may increase the top line and also its profitability.
TRANSFER TO RESERVES
Company has nottransferredany amountto generalreserves duringfinancialyearended31.03.2016. LIQUIDITY
We continue to maintain sufficient funds to meet our strategic objective. DIVIDEND
In view of the requirement of funds for the expansion your Directors do not considerit desirable to recommend any dividend in the current year.
During the year the Company has not allotted any Equity Share on rights/ preferential/private placement basis.All EquitySharesof the Company rank pari-passu in all respects.
The Company has also notallottedany Preference Shares/ Debentures.
Subsequent to 31"March2016 there has been no change inauthorizedissuedsubscribed and paid-up equity share capitalof the company.
Authorised share capitalas on 31.03.2016 is Rs.40000000 divided into 4000000Equity Shares of Rs.10/- eachand the Paid-up capitalstands at Rs.34500000/-.
In accordance withthe requirements of theCompaniesAct2013 and theArticlesofAssociation
Mr.Amit GuptaDirector ofthe Companywho retires by rotation and being eligible &has shown his willingness for Re- appointment.
Mr.Raj Kumar Gupta was appointed as anAdditionalDirector on 30.04.2014 and subsequentlyon23.08.2014 was appointed as Whole TimeDirector& Chief FinancialOfficerof theCompany.
Ms.Lalita Mittal is Independent Directorw.e.f.29.09.2014.
Mr.PankajAggarwalisIndependent Directorw.e.f. 29.09.2014.
And Ms. Karishma Jain (ACS- 46124) is the Company Secretary cum Compliance Officer ofthe Company w.e.f.10.08.2016.
MEETING OF THEBOARD
10(Ten) Meetings of the Board were held during reporting period the details of whichare given in the Corporate Governance Report.
(MaximumGap of 120 days betweentwo consecutive board Meetingshas been complied with)
LOANSGUARANTEES AND INVESTMENTS
The company has not givenanyGuaranteeprovided any Security and made an Investmentduring the reporting period as specified under section 186 ofCompaniesAct2013.
PERFORMANCE EVALUATION OF BOARD MEMBERS
With a view to improve performance and effectivenessprogressive Board Members are nowincreasingly deploying board performance evaluation tools to identify areas of improvementbenchmarking themselves against leading practices.Realizingthe trends andchallengestheregulators around the world have mandated board evaluations.
During the year under review your company has not invited any fixed deposits from thePublic and has not accepted fixed deposits and nothing isoutstanding and no complaints.
To ratify the Appointment by members of M/s G.K.KEDIA & CO CharteredAccountantsFRN - 013016Nas statutory auditors ofthe companywho have confirmed theireligibility & given their consentto hold office from conclusion of thisAnnualGeneralMeeting till the conclusion of nextAnnualGeneral Meeting onsuch remunerationas may befixed by the Board.
Auditors Report in respect of the Financial Statements of 31.03.2016 is selfExplanatory and does not warrant any further comments I explanation from the Board ofDirectorsexcept relating to Company Secretary.The Company has now found suitable CompanySecretary and has already appointed Company Secretary- Ms. Karishma JainACS-46124w.e.f.10.08.2016. SECRETARIALAUDITOR
The Board have appointed M/s B. Bhushan & Co. Practicing Company Secretary toconduct SecretarialAudit for the Financial Year2015-16.The SecretarialAuditReportforthefinancialyear 2015-16is annexed with Directors'Report. SecretarialAudit Report does notcontain any qualification reservation or adverse remark except relating to CompanySecretary.The Company has now found suitable Company Secretary and has already appointedCompany Secretary- Ms.KarishmaJainACS-46124w.e.f.10.08.2016.
The provisions of Section 148 of the CompaniesAct2013 does not apply to the Companyand henceno cost auditors are appointed.
LISTING OF SHARES
Equity Shares of the Company are listed on BSE Ltd.and Calcutta Stock Exchanges Limitedand Delhi Stock Exchange Limited (DSE stands de-recognized). Company has complied with therequirement of Listing Agreements during the period of review.
AnnualListing Fee stands paid to BSE Ltd.for& upto-<jate31.03.2017.
AnnualCustodialFee stands paid to CDSL& NSDL for & upto-date 31.03.2017.
Company gotthe TradingApprovalof 3450000 Equity Shares ofthe Company from BSE Ltd.w.e.f. 21.10.2015.
SHIFTING OF REGISTERED OFFICE
The Registered Office of the Company stands shifted from "Girish Chandra BardalaiPath Bamunimaidan Guwahati Assam781021to "R-489GF-BNew Rajinder NagarNewDelhi-110060 duringJanuary 2016.
PARTICULARSOF CONTRACTS ORARRANGEMENTSWITHRELATED PARTIES
All the transaction(s) are in the ordinary course of business and at arms' length basisand details are part of Audited AnnualAccounts.
MANAGEMENT'S DISCUSSION AND ANALYSISREPORT
In terms of the provisions of Regulation 34 of the SEBI(Listing Obligation andDisclosure Requirements) Regulations 2015the Management's discussion and analysis ispresented in a separate sectionformingpart of theAnnualReport.SUBSIDIARIESJOINTVENTURESANDASSOCIATE COMPANIES
During the year under reviewyour Company does not have any subsidiary & holdingcompanies and no type of joint- venturemergeror amalgamation.
In terms ofthe provisions ofthe section 197(2) of the CompaniesAct2013 read with rule5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel)Rules 2014 none of the employee drew remuneration in excess of the limit set out in thesaid rules.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. Corporate Governance isabout maximizing shareholders value ethically and sustainably.We believe sound corporategovernance is essential criteria to enhance and retain investor's reliance. We always seekto ensure that our performance is driven by integrity.The report on Corporate Governanceas stipulated under the Listing Agreement forms an integral part of this Annual Report.The requisite certificate from the Auditors of the Company confirming compliance with theconditions of corporate governance is attached to the Report on Corporate Governance.
POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION
The Board consists of five members one of whom is Executive(CFO) and whole-timedirector and two are independent directors and two are non-independent directors.Boardconsists of appropriate mix of executive & independent & non- independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management.
The policy on Directors Nomination and Remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters asrequired under sub-section (3) of Section 178 of the CompaniesAct2013.There has been nochange in the policy since last financialyear.
Independent Directors of the company have met 2 times in the financial year 2015-16 to(a) review the performance of non-independent directors and the Board as a whole (b)review the performance of the Board of the companytaking into account the views ofexecutive directors and non-executive directors; (c) assess the quality quantity andtimeliness of flow of information between the company management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.
DECLARATION BYINDEPENDENT DIRECTORS
Ms.Lalita Mittaland Mr.Pankaj Aggarwal are Independent Directors on the Board of yourCompany. The Company has received necessary declarations from each Independent Directorunder Section 149(7) of the Companies Act 2013 and in the opinion of theBoardand asconfirmed by these Directors that bothof them meets the criteria of independence laid downin Section 149(6) ofthe CompaniesAct2013 and Regulation 25 of SEBI(Listing Obligationsand Disclosure Requirements)Regulations 2015.
As mandated under the SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 the Board shall review and monitor the Board evaluation framework. The Boardevaluates various parameters such as Decision -making relationship with stakeholdersCompany performance and strategy checking Board and committee's effective workingetc.
The CompaniesAct 2013 says that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent director shallbe done by the entire Board excludingthedirector being evaluated.
The evaluation of all the directors and the Board as a whole has been conducted.TheBoard approved the evaluation results as collated by the nomination and remunerationcommittee.
CODE OFCONDUCTFOR PREVENTION OFINSIDER TRADING
Code of Conduct for the Prevention of Insider Trading is in accordance with therequirements specified in the SEBI (Prohibition of Insider Trading)Regulation2015 and theBoard hasadoptedthe same.TheInsider Trading Policy of the Company explains the guidelinesand procedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation of norms. The Insider Trading Policy isavailable on the website of the Company.
UNIFORM LISTING AGREEMENT
SEBI issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015which become effective from December 1 2015 by replacing existing Listing Agreement. TheCompany entered into New Listing Agreement with Bombay Stock Exchange Limited and CalcuttaStockExchangeLimitedduring February 2016.
Our reputation for excellence and integrity earned through the consistent delivery ofquality work and by adhering the highest standard of business conduct through principlesof Corporate Governance continues to be our most valuable assets.As we position ourselvesfor the future and our standard of excellence integrity and accountability will serve uswell.
Further no material eventscommitment and changes occurred between the end of thefinancialyear ofthe company to which the financialstatements relate andthedate of thereport.
The Vigil Mechanism Policy of the Company which also incorporates a whistle blowerpolicy in terms of the Listing Agreement includes an Ethics & Compliance Task Forcecomprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or dedicated telephone line or a letter to the TaskForce or to the Chairman oftheAuditCommittee.The Policy onvigil mechanismis available onthe on the Company'swebsite. CORPORATESOCIALRESPONSIBILITY
Provisions of the CompaniesAct2013in regards of Corporate Social Responsibility(CSR)do not mandatorily apply on your company CONTRACTSAND ARRANGEMENTSWITH RELATEDPARTIES
All contracts I arrangements I transactions if any entered by the Company during thefinancial year 2015-16 with related parties were in the ordinary course of business and onan arm's length basis.During the year the Company has not entered into any contract Iarrangement/ transaction with related parties which could be consideredmaterial.
Your Directors draw attention of the members to Notes to the Financial Statement whichsets out Related Party Disclosures.
RISK MANAGEMENT POLICY
Interms of the requirement of theActthe Risk Management Policy isNotApplicable to yourcompany.
SIGNIFICANTAND MATERIALORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS/INCOME TAXDuring the year under review no significant and material Orders were passed by theregulators or courts or tribunals or income tax deptetc.impactingthe going concern statusand company's operations.
The internalfinancial controls are commensurate with the size and nature of businessofthe Company. DIRECTORS'RESPONSIBILITYSTATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that: (a) in the preparation of the annualaccounts for the year ended 31.03.2016 the applicable accounting standards had beenfollowed along with proper explanation relating to materialdepartures;
(b) the Directors had 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 as at 31.03.2016 and of the profit andloss of the Companyfor that period; (c) the Directors had taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; (d) the Directors had prepared the annualaccounts on a goingconcern basis;and (e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financialcontrols are adequate and wereoperating effectively.
(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
TRANSFER OFAMOUNTTOINVESTOR EDUCATIONAND PROTECTIONFUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation andProtectionFund (IEPF).
Shares lodged for physicaltransfer are registered within aperiod of 15 daysif thedocuments are clear and complete in allrespects.The sharesduly transferredwould bedispatched to the Shareholders uponapprovaloftransfers.Adequate care is taken to ensurethat no transfers are pending for more than a fortnight. As bulk of the Company's sharesare currently traded in dematerialized form the transfers are processed and approved inthe electronic form by NSDL I CDSL through their depositoryparticipants.AlankitAssignments Limited is the common Share Transfer Agent for bothphysicaland dematerialised mode.
PARTICULARSOF CONSERVATION OF ENERGYTECHNOLOGYABSORPTIONAND FOREIGNEXCHANGEEARNINGSAND OUT GO.
Informationrequired to be given pursuant to this Clause are given below: A.CONSERVATION OF ENERGY
The company did not use any energy during the year under review. Your Company isconscious about its responsibility to conserve energy power and other energy sourceswherever possible. We emphasis towards a safe andcleanenvironment and continue to adhereto all regulatory requirements and guidelines.
B. RESEARCH& DEVELOPMENT
Your Company has not imported any technology for any research and development. C.TECHNOLOGYABSORPTION
Your Company has not imported any technology; however we believe and use informationtechnology extensivelyinall spheres of our activities to improve efficiency levels.
D. FOREIGNEXCHANGEEARNINGS AND OUTGO.
| ||31.03.2016 (Amt.) ||31.03.2015 (Amt.) |
|Foreign Exchangeearning ||Nil ||Nil |
|Foreign Exchange outgoing ||Nil ||Nil |
|Sr.No. ||Name ofthe Director ||Category of Director |
|1. ||Mr.PankajAggarwal ||ChairmanNon-Executive & Independent Director |
|2. ||Mr.Raj Kumar Gupta ||Executive & Non-Independent Director |
|3. ||Ms. Lalita Mittal ||Non- Executive & Independent Director |
REMUNERATION AND NOMINATION COMMITTEE
|Sr.No. ||Name of the Director ||Category of Director |
|1. ||Mr. Pankaj Aggarwal ||Chairman Non- Executive & Independent Director |
|2. ||Ms. Lalita Mittal ||Non- Executive & Independent Director |
|3. ||Mr.Amit Gupta ||Non-Executive & Non-Independent Director |
SHAREHOLDERS /INVESTORS GRIEVANCE COMMITTEE
|Sr.No. ||Name of the Director ||Category of Director |
|1. ||Mr. Raj Kumar Gupta ||Chairman Executive & Non- Independent Director |
|2. ||Ms. Lalita Mittal ||Non- Executive & Independent Director |
|3. ||Mr. P. N.Baidya ||Non- Executive & Non- Independent Director |
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act 2013 ('the Act') and rule 12(1) of theCompanies (Management and Administration) Rules 2014 Extract of Annual Return of theCompany in form MGT-9 is annexed herewith Director's Report.
Your Directors wish to place on record their deep thanks and gratitude to; a) TheDirectors acknowledge and would like to place on record the commitment and dedicationonthe part of the employees of your Company for their continued efforts inachievinggoodresults. b) The Central and State Government as well as their respective Departments andDevelopment Authorities connected with the business of the Company Bankers of the Companyas well as Stock Exchanges & Other Institutions fortheir co-operation andcontinuedsupport. c) The Shareholders & Others for the trust and confidence reposed and to theCustomers for their valued patronage. d) The Board also takes this opportunity to expressits sincere appreciation fortheefforts put in by the officers and employees at all levelsin achieving the results and hopes thattheywould continue their sincere and dedicatedendeavour towards attainment of better working results during the current year.
| ||By Order of the Boardof Directors |
| ||For DECOROUS INVESTMENT & TRADING CO.LTD. |
| ||Raj Kumar Gupta - DIN: 00074532 |
|Place: NewDelhi ||WholeTime Director & CFO |
|Dated: 24.08.2016 ||1/11682PanchsheelPark New Delhl-110092 |
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED on 31.03.2016
[Pursuant to section 204(1) of the Companies Act 2013 and the rules made thereunder]
Decorous Investment and TradingCompanyLimited R-489 GF- BGround Floor New RajinderNagarNew Delhi-110060.
We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Decorous Investment andTrading Company Limited (CIN : L67120DL1982PLC289090) (hereinafter called the company).Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts /statutory compliances and expressing our opinionthereon.
Based on our verification of the books papers minute books fonns and returns filedand other records maintained by the company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in our opinion the company has during the auditperiod covering the financialyear starting from 1.04.2015 ended on31.03.2016 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the mannerandsubjectto the reportingmadehereinafter: We have examined the books papers minute booksfonns and returns filed and other records maintained by the Company forthe financialyearended on 31st March2016 according tothe provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The SecuritiesContracts (Regulation)Act1956 ('SCRA') and the rulesmadethereunder;
(iii) The DepositoriesAct1996 and the Regulations andBye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct InvestmentOverseasDirectInvestmentandExternalCommercialBorrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of IndiaAct 1992 ('SEBIAct'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations2011;
(b) TheSecurities and Exchange Board of India (Prohibitionof lnsiderTrading)Regulations2015;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations1993regarding the CompaniesAct anddealing withtheclients/Members;
(vi) and other laws applicableon thecompany.
We report that during the year under review the Company has complied with theprovisions of the Act Rules Regulations GuidelinesStandards etc. mentioned above.
We have also examined compliance with the applicable clauses of the ListingAgreementsentered into by the Company with Bombay Stock Exchange Limited Delhi Stock Exchangelimited and Calcutta Stock Exchange limitedthe trading platform is not available with theCalcutta stock exchange and recognition of Delhi Stock Exchange was withdrawn by theSEBIon19111 November2014.
We further report thatthere were no actions/events in pursuance of:
(a) The Securities and Exchange Board of India (Buyback ofSecurities)Regulations1998;
(b) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines1999;
(c) The Securities andExchange Board of India (Issue and Listing ofDebtSecurities)Regulations2008;
(d) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; requiring compliance thereof by thecompany during the financialyear.
We further report that based on information provided by the companyits officers andauthorized representatives during the conduct of the audit and also on the review ofquarterly compliance reports by officials of the company taken on records by the Board ofDirectors of the company in our opinion adequate systems and processes and controlmechanismexist in the company to monitor and ensurecompliance with applicable laws.
We further report that the compliance by the company of applicable financial lawslikedirect 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.
The Board of Directors of the Company is duly constituted with proper balance ofExecutive DirectorsNon-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 provisionsof theAct.
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 agendaitems before themeeting and for meaningful participation at the meeting.
As per the minutes ofthe meetings duly recorded and signed by thedirector/directorsthe decisions of the Board were unanimousand no dissenting views havebeen recorded.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that Mr. Mohit Kumar Company Secretary of the company has resignedduring the year and the necessary statutory compliances had already been made by thecompany in this regard and further the company is in process to appoint another companysecretary in place of Mr.Mohit Kumar.
We further Report that during the audit periodthe company has not indulge inany matterrelated to the following:- (i) Public/Right/ Preferential/debentures/sweat equityissueetc.
(ii) RedemptionI buy-back of securities
(iii) Major decisions taken by the members in pursuance to section 180 of theCompaniesAct2013 (iv) MergerI amalgamation I reconstructionetc.
(v) Foreign technicalcollaborations etc.
|Place:NewDelhi ||For B.Bhushan&Co. |
|Date :26-05-2016 ||(Company Secretaries) |
| ||Bharat Bhushan |
| ||(Proprietor) M. |
| ||No.:A31951 |
| ||COP :14469 |