Your Directors have pleasure to present herewith the 34th Annual Report for the yearended 31.03.2017.
|Particulars ||For the Year ended 31.03.2017 ||For the Year ended 31.03.2016 |
|Income from Operations ||- ||- |
|Sale of Jewellery Bullion etc. ||15161245.00 ||81924235.00 |
|Real estate commission agents bullion etc. ||616306.00 ||- |
|Misc. balance written back ||274.32 ||- |
|Total Income ||15777825.32 ||81924235.00 |
|Total Expenditure ||15682891.17 ||81790185.55 |
|Exceptional Items ||336976.00 ||- |
|Profit/(Loss) before Tax ||(242041.85) ||134049.45 |
|Provision for Tax ||38786.64 ||85813.04 |
|Net Profit/(Loss) ||(273830.27) ||97926.87 |
During the year under review your company was carrying-out the business of Gems &Jewellery and closed the said activities due to competition commercial & otherreasons and resolved to start the business activities relating to real estate commissionagents brokers consultancy trading / purchase & sale of commodities & bullionetc. as per the main objects as contained in MOA. Company has received the total revenueof Rs. 15777825.32. Net Loss after Tax for the year under consideration is Rs.(273830.27). Your Company hopes to increase its presence in the business in the comingyears which may increase the top line and also its profitability.
TRANSFER TO RESERVES
No amount is proposed to be transferred to the Reserves & Surplus Account.
Company continues to maintain sufficient funds to meet the desired strategicObjectives.
Your directors do not consider it desirable to recommend / declare any dividend.
During the Financial Year 2016-17 there is no change in share capital:
??Buy Back of Securities : Company has not bought back any of its securities.
??Sweat Equity Shares : Company has not issued any Sweat Equity Shares.
Bonus Shares : No Bonus Shares were issued during the year.
Preference Shares / Debentures : Company has not issued any Preference Shares/Debentures.
Employees Stock Option Plan : Company has not provided any Stock Option Scheme.
Subsequent to 31.03.2017 there has been no change in authorized issued subscribed andpaid-up equity share Capital of the company. Authorised share capital as on 31.03.2017 isRs. 40000000 divided into 4000000 Equity Shares of Rs.10/- each and the Paid-upcapital stands at Rs. 34500000/-.
In accordance with the provisions of Companies Act 2013 and Articles of AssociationMr. P. N. Baidya Director retires by rotation in the ensuing AGM and being eligibleoffers himself for re-appointment. ??Mr. Raj Kumar Gupta was appointed as an AdditionalDirector on 30.04.2014 and subsequently on 23.08.2014 was
appointed as Whole Time Director & Chief Financial Officer of the Company.
??Mr. P. N. Baidya is Non-Independent Director w.e.f. 01.01.2004
??Ms. Lalita Mittal is Independent Director w.e.f. 19.07.2014
??Mr. Pankaj Aggarwal is Independent Director w.e.f. 19.07.2014
??Mr. Amit Gupta is Non-Independent Director w.e.f. 29.01.2015
KEY MANAGERIAL PERSONNEL
??Ms. Karishma Jain (ACS 46124) is Company Secretary cum Compliance Officer of thecompany w.e.f. 10.08.2016.
??Shri Raj Kumar Gupta (DIN: 00074532) is WTD & CFO of the Company.
MEETING OF THE BOARD
7(Seven) Meetings of the Board were held during reporting period the details of whichare given in the CGR.
(Maximum Gap of 120 days between two consecutive Board Meetings has been complied with)
LOANS GUARANTEES AND INVESTMENTS
Company has not given any Guarantee provided any Security and made an Investmentduring the reporting period as specified u/s 186 of Companies Act 2013.
PERFORMANCE EVALUATION OF BOARD MEMBERS
With a view to improving performance and effectiveness Board Members are nowincreasingly deploying Board performance evaluation tools to identify areas of improvementbenchmarking themselves against leading practices. Realizing the trends and challengesthe regulators around the world have mandated Board evaluations.
The Company has neither accepted nor renewed any deposits during the Financial Year2016-17 in terms of Chapter V of the Companies Act 2013 therefore information in thisregard is NIL.
To re-appoint M/s G. K. KEDIA & CO Chartered Accountants FRN - 013016N asstatutory auditors of the company who have confirmed their eligibility to hold officefrom conclusion of this AGM till the conclusion of next AGM on such remuneration as may befixed by the Board.
STATUTORY AUDITORS' REPORT
Auditors' Report being self-explanatory requires no Comments from the Directors andthere are no reservations or qualifications or adverse remarks in the Audit Report inrespect to FY 2016-17 and does not require/ call for any explanation from the Board ofDirectors.
Board has re-appointed M/s B. Bhushan & Co. Practicing Company Secretary toconduct Secretarial Audit for the FY 2017-18. Secretarial Audit Report for the financialyear 2016-17 is annexed with Directors' Report. There are no qualifications orreservations or other adverse remarks by Secretarial Auditors in the Report for the FY2016 17 and does not require/ call for any explanation from the Board of Directors.
Board has appointed M/s Mittal Jindal & Associates Chartered Accountants toconduct Internal Audit for FY 2017-18
Provisions of Section 148 does not apply to the Company and hence Cost Auditors neednot to be appointed.
FRAUDS REPORTED BY AUDITORS
There are no frauds reported by Auditors u/s 143(12) including those which arereportable to the Central Government.
LISTING OF SHARES
Equity Shares of the Company are listed on BSE Ltd. and CSE Ltd and Delhi StockExchange Limited (DSE stands de-recognized). Company has complied with the requirements ofListing Agreement(s) during the period under review.
? Annual Listing Fee stands paid to BSE Ltd. for & upto-date 31.03.2018.? AnnualCustodial Fee stands paid to CDSL & NSDL.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations 2015 the"Management's Discussion and Analysis Report" is presented in a separate sectionforming part of the Annual Report
SUBSIDIARIES AND JOINT VENTURES COMPANIES
During the year under review your Company does not have any subsidiary & holdingcompanies and no type of joint-venture merger or amalgamation.
PARTICULARS OF EMPLOYEES
In terms of the provisions of the section 197(2) of the Companies Act 2013 read withrule 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 none of the Employee drew remuneration in excess of the limit Setout in the said Rules.
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. As required under Regulation 34 (3)read with Part C of Schedule V to the SEBI (LODR) Regulations 2015 Report on CorporateGovernance is annexed herewith and forms part of this Annual Report. The requisiteCertificate from the Secretarial Auditors of the Company confirming compliance with theconditions of corporate governance is attached to the Corporate Governance Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Board consists of five members one of whom is Executive (CFO) & WTD and 2 areindependent directors and 2 are non-independent directors. Board consists of appropriatemix of executive & independent & non-independent directors to maintain theindependence of the Board and to separate its functions of governance and management.
Policy on Directors Nomination and Remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters asrequired u/s 178(3) and there has been no change in the Policy.
Independent Directors of the company have met 2 times in the financial year 2016 17 (a)to review the performance of non independent Directors and the Board as a whole
(b) to review the performance of Board taking into account the views of executive andnonexecutive directors;
(c) to assess the quality quantity and timeliness of flow of information between themanagement and the Board which is necessary for the Board to effectively and reasonablyperform their duties.
DECLARATION BY INDEPENDENT DIRECTORS
Ms. Lalita Mittal and Mr. Pankaj Aggarwal are Independent Directors on the Board ofyour company. Company has received necessary declarations from each Independent Directoru/s 149(7) and in the opinion of the Board and as confirmed by these Directors that bothof them meets the criteria of independence laid down in Section 149(6) of the CompaniesAct 2013 and Regulation 25 of SEBI (LODR) Regulations 2015.
As mandated under the SEBI (LODR) Regulations 2015 the Board shall review and monitorthe Board evaluation framework. The Board evaluates various parameters such as decisionmaking relationship with stakeholders company performance and strategy checking ofBoard and committee's effective working etc.
The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and directors. Schedule IV to theCompanies Act 2013 states that the performance evaluation of independent director shallbe done by entire Board excluding director being evaluated.
Evaluation of all the Directors and the Board as a whole has been conducted. Boardapproved the evaluation results as collated by the "Nomination and RemunerationCommittee."
DECLARATIONS BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL
Annual Report of the Company contains a Certificate by the CFO / CEO in terms of Para Dof Schedule V to the SEBI (LODR) Regulations 2015 on the declarations received from theDirectors and the Senior Management personnel affirming compliance with the Codeapplicable to them during the year ended 31.03.2017.
BUSINESS RESPONSIBILITY REPORT
Regulation 34(2)(f) of the SEBI (LODR) Regulations 2015 is not applicable to thecompany.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
Code of Conduct for the Prevention of Insider Trading is in accordance with therequirements specified in the SEBI (Prohibition of Insider Trading) Regulation 2015 andthe Board has adopted the same. Insider Trading Policy explains the guidelines andprocedures to be followed and disclosures to be made while dealing with the shares as wellas the consequences of violation of norms. Insider Trading Policy is available on thewebsite of the company.
UNIFORM LISTING AGREEMENT
SEBI issued SEBI (LODR) Regulations 2015 which became effective from 01.12.2015 byreplacing existing Listing Agreement. Company executed New Listing Agreement(s) with BSELtd. and CSE Ltd. during February 2016.
Our reputation for excellence and integrity earned through the consistent delivery ofquality work and by adhering to the standard of business conduct through principles ofCorporate 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 events commitments and changes occurred between the end of thefinancial year of the company to which the financial statements relate and the date ofthis Report.
Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section177 (10) of the Companies Act 2013 and also in terms of Regulation 4(2) (d) andRegulation 22 of SEBI (LODR) Regulations 2015 includes an Ethics & Compliance TaskForce comprising of Senior Executives of the company. Protected disclosures can be made bya whistle blower through an e-mail or telephone line or a letter to the Task Force or tothe Chairman of Audit Committee. Policy on vigil mechanism is available on the Company'swebsite.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of the Companies Act 2013 relating to CSR do not mandatorily apply to yourcompany.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions if any entered by the company during thefinancial year 2016-17 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 /arrangement / transaction with related parties which could be considered material.
Your Directors draw attention of the members to "Notes to the FinancialStatements" (Form AOC-2) which sets out Related Party Disclosures.
RISK MANAGEMENT POLICY
Risk Management Policy is not applicable to your company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/ COURTS/ TRIBUNALS/ INCOME TAX
No significant and material Orders were passed by the regulators or courts or tribunalsor income tax dept etc. impacting the going concern status and company's operations.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation.
Company has a well placed proper and adequate internal financial control systemcommensurate with the size scale and complexity of its operations. The scope andauthority of the internal audit function is well defined in the Organization. The internalfinancial control system ensures that all assets are safeguarded and protected and thatthe transactions are authorised recorded and reported correctly. Internal Auditorsindependently evaluate the adequacy of internal controls and audit the transactions.Independence of the audit and compliance is ensured by timely supervision of the AuditCommittee over Internal Audit findings. Significant audit observations and correctiveactions suggested are presented to the Audit Committee on regular basis.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 :-
Company has adopted the Policy for prevention of Sexual Harassment of Women atworkplace and has set up Committee for implementation of said policy and No Complaints hasbeen received during the financial year.
DETAILS OF COMMISSION RECEIVED BY MD / WTD
None of the Directors have received any commission during the year under review.
CHANGES HAPPENING DURING THE FINANCIAL YEAR
During the financial year company has closed the business of Gems & Jewellery andhas started the business of Real Estate agents brokers consultancy commissiondistribution trading / purchase & sale of commodities & bullion etc. for whichproper records have been maintained.
Further the company has no Subsidiary and therefore information regarding any changein Subsidiaries or in the nature of business carried on by them is not applicable to thecompany.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no significant/ material events to be reported under this head.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements u/s 134 (3)(c) of Companies Act your Directors confirmthat:
(a) in the preparation of the annual accounts for the year ended 31.03.2017 theapplicable accounting standards had
been followed alongwith proper explanation relating to material departures;
(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 as at 31.03.2017 and of the profit and loss of thecompany for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with
the provisions of this Act for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis; and
(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
(f) the Directors had devised proper systems to ensure compliances with the provisionsof all applicable laws and that such
systems were adequate and operating effectively.
TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
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 IEPF.
Company has devised proper systems to ensure compliances of all laws applicable to thecompany and the compliance reports issued by the departmental heads are placed before theBoard confirming compliances by the company with all applicable Laws.
SHARE TRANSFER SYSTEM
Shares lodged for physical transfer are registered within a period of 15 days if thedocuments are clear and complete in all respects. The shares duly transferred would bedispatched to the Shareholders upon approval of transfers. Adequate care is taken toensure that no transfers are pending for more than a fortnight. As bulk of the Company'sshares is currently in dematerialized form the transfers are processed and approved inthe electronic form by NSDL / CDSL through depository participants. Alankit AssignmentsLimited is the Share Transfer Agent for both physical and dematerialized mode.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT GO.
Information required to be given pursuant to this Clause are given below:
A. CONSERVATION OF ENERGY
Your company did not use any significant energy during the year under review. YourCompany is conscious about its
responsibility to conserve energy power and other energy sources wherever possible. Weemphasis towards a safe and clean environment and continue to adhere to all regulatoryrequirements and guidelines.
B. RESEARCH & DEVELOPMENT
Your company has not imported any technology for any research and development.
C. TECHNOLOGY ABSORPTION
Your company has not imported any technology; however we believe and use informationtechnology in all spheres of our activities to improve efficiency levels.
D. FOREIGN EXCHANGE EARNINGS AND OUTGO.
| ||31.03.2017 (Amt.) ||31.03.2016 (Amt.) |
|Foreign Exchange Earnings ||Nil ||Nil |
|Foreign Exchange Outgo ||Nil ||Nil |
In accordance with the Regulation 17 (8) read with Part B of Schedule V to the SEBI(LODR) Regulations 2015 pertaining to corporate governance norms Mr. Raj Kumar GuptaWhole Time Director & CFO of the company have certified inter-alia on review offinancial statements and establishing and maintaining internal controls for the financialreporting for the year ended 31.03.2017. The said Certificate forms an integral part ofthis Annual Report and the Certificate has been reviewed by the Audit Committee and takenon record by the Board of Directors.
Annual Report of F.Y. 2016-17 of the Company containing complete Balance SheetStatement of Profit & Loss other Statements and Notes thereto prepared as per therequirements of Schedule III to the Companies Act 2013 Directors' Report (includingManagement Discussion and Analysis Report and Corporate Governance Report) etc. are beingsent via email to shareholders who have provided their Email address (es) and to othersthe Annual Report is being sent by post. Full version of Annual Report of 2016-17 is alsoavailable for inspection at the registered office of the company during working hours uptothe date of ensuing Annual General Meeting (AGM). It is also available at theCompanys website www.ditco.in.The Notice of the AGM shall also beplaced at the website of NSDL/CDSL. Please note that Members will be entitled to besupplied free of cost Annual Report of 2016-17 upon receipt of written request frommembers.
DEMATERIALIZATION OF SHARES
As mentioned in company's earlier Annual Reports the company's equity shares are incompulsory Demat mode in terms of SEBI Guidelines. This has been facilitated througharrangement with NSDL and CDSL. About 98.54% of the issued shares of the company arealready in dematerialized form. M/s Alankit Assignments Limited New Delhi is acting asthe RTA for this purpose and acts as share agency in terms of SEBI Guidelines.
EXTRACT OF ANNUAL RETURN (MGT 9)
Pursuant to section 92(3) of Companies Act 2013 (the Act') and Rule 12(1) ofCompanies (Management and Administration) Rules 2014 Extract of Annual Return is Annexedherewith to Director's Report.
Your Directors wish to inform that in Compliance with Section 177 of the Companies Act2013 and Regulation 18 of SEBI (LODR) Regulations 2015 an Audit Committee is dulyconstituted. Audit Committee as on March 31 2017 comprises of the following Directors:-
|Name of the Director ||Category of Director |
|1. Mr. Pankaj Aggarwal ||Chairman Non- Executive & Independent Director |
|2. Mr. Raj Kumar Gupta ||Member Executive & Non- Independent Director |
|3. Ms. Lalita Mittal ||Member Non- Executive & Independent Director |
Details of Audit Committee have been separately given in the Corporate GovernanceReport.
Further recommendations of Audit Committee were accepted by the Board of Directors.
REMUNERATION AND NOMINATION COMMITTEE
In terms of Regulation 19 of SEBI (LODR) Regulations 2015 and pursuant to theprovisions of Section 178(1) of the Companies Act 2013 Nomination & RemunerationCommittee is duly constituted.
The Nomination and Remuneration Committee as on March 31 2017 comprises of thefollowing Directors:-
|Name of the Director ||Category of Director |
|1. Mr. Pankaj Aggarwal ||Chairman Non- Executive & Independent Director |
|2. Ms. Lalita Mittal ||Member Non- Executive & Independent Director |
|3. Mr. Amit Gupta ||Member Non- Executive & Non- Independent Director |
Details of Remuneration Policy and Committee are furnished in the CGR which is annexedherewith.
SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE
In terms of Regulation 20 of SEBI (LODR) Regulations 2015 the StakeholdersRelationship Committee is duly constituted. Shareholders / Investors Grievance Committeeas on March 31 2017 comprises of following Directors:-
|Name of the Director ||Category of Director |
|1. Mr. Raj Kumar Gupta ||Chairman Executive & Non- Independent Director |
|2. Ms. Lalita Mittal ||Member Non- Executive & Independent Director |
|3. Mr. P. N. Baidya ||Member Non- Executive & Non- Independent Director |
Details of Committee are furnished in the Report on Corporate Governance which isannexed herewith.
The Company is providing e-voting facility to all members to enable them to casttheir votes electronically on all resolutions set forth in the Notice. This is pursuant toSection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014 and Regulation 44 of SEBI (LODR) Regulation 2015.
The above Rule 20 of the Companies (Management and Administration) Rules 2014 havebeen amended on March 19 2015 to introduce a new concept of e-voting i.e. E-Voting atgeneral meeting through an electronic voting system. To comply with the requirements ofnew Companies Act 2013 and to ensure good governance for its members your company hasprovided e-voting facility for its general meetings to enable its members to participatein the voting electronically. The instruction(s) for e-voting for ensuing AGM isalso provided with Notice to shareholders of this Annual Report. Company has signednecessary agreements with NSDL and CDSL to facilitate e-voting for member(s).
Your Directors wish to express their sincere appreciation to its valued ClientsBankers various Regulators Departments & Agencies and Employees of the company etcfor their continued valued support & co-operation.
By Order of the Board of Directors
DECOROUS INVESTMENT & TRADING CO. LTD.
Raj Kumar Gupta - DIN: 00074532 Whole Time Director & CFO
B-15 Panchsheel Garden
Naveen Shahadara Delhi- 110032
Place : New Delhi