To the Members
Your directors have immense pleasure in presenting Twenty Seventh Annual Report on thebusiness and operations of the company together with the Audited statement of Accounts forthe financial year ended March 312019.
1. Financial Results
During the year under review the financial results of your Company are as follows:
| || |
|Particulars ||Year ended March 31 2019 ||Year ended March 31 2018 ||Year ended March 31 2019 ||Year ended March 31 2018 |
|Gross receipts ||197.26 ||588.09 ||196.84 ||588.09 |
|Profit before tax ||(378.14) ||83.68 ||(375.45) ||87.71 |
|Provision for tax ||1.06 ||23.53 ||(0.19) ||24.77 |
|Deferred tax liability/(assets) ||119.09 ||3.22 ||(118.25) ||3.22 |
|Profit before share of profit of associate ||(260.11) ||56.93 ||(257.01) ||59.72 |
|Share of profit in associate ||0.00 ||0.01 ||0.00 ||0.00 |
|Profit after tax ||(260.11) ||56.94 ||(257.01) ||59.72 |
|Brought forward from previous year ||2387.44 ||2330.09 ||2390.06 ||2329.93 |
|Appropriations: || || || || |
|Other comprehensive income: Remeasurement of post employment benefit obligations (net of tax) ||0.88 ||0.41 ||0.88 ||0.41 |
|Balance transferred to balance sheet ||2128.21 ||2387.44 ||2133.93 ||2390.06 |
|Earnings per equity share (basic) ||(0.74) ||0.16 ||(0.73) ||0.17 |
The company does not earn income except the above; however there will be taken the bestefforts to generate more income in future.
No Dividend have been declared for the current financial year.
3. UNCLAIMED DIVIDEND
As per provisions of Section 124 of the Companies Act 2013 the amount of unclaimeddividend outstanding for more than seven years are due to transfer to IEPF A/c and shallbe transferred within 30 days from the date of completion of 7 years.
During the year under review the company has neither invited nor accepted any depositfrom public.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report.
6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.
7. RISK MANAGEMENT POLICY
The Company has a well-defined risk management framework in place. Further it hasestablished procedures to periodically place before the Board the risk assessment andmanagement measures. The details of the risks faced by the Company and the mitigation& palliation thereof are discussed in detail in the Management Discussion and Analysisreport (as per Annexure I to this Report).
8. CORPORATE GOVERNANCE
Report on Corporate Governance pursuant to SEBI (Listing Obligation & DisclosuresRequirements) Regulations 2015 is attached and forms part of this report.
9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the criteria for applicability of the provisions of social responsibilityas per section 135 of the Companies Act 2013 is not applicable to the company. The netprofit of the company is below Rs.5.00 crore. The board of directors of the company isalways enthusiastic for carrying on the social activities as per Companies Act bydefraying the resources out of the income of the company but due to loss as compared toprofits in preceding years; the board of directors is constrained to initiate suchresponsibility.
10. LOANS GUARANTEES OR INVESTMENTS
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
11. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review for premises taken onlease from related party and wholly owned subsidiary company Daga Business (International)Stock Brokers (IFSC) Private Limited.
12. STATUTORY AUDITORS
M/s Gupta Verma & Sethi Chartered Accountants be and are hereby appointed subjectto the approval by members as the Statutory Auditor of the Company in place of M/sChaudhry Vigg James & Co. as their tenure has completed to hold office from theconclusion of this AGM till the conclusion of the 32nd Annual General Meeting subject toratification of the appointment by the members at ensuing AGM and the Board of Directorsbe and are hereby authorized to fix such remuneration as may be determined by the AuditCommittee in consultation with the auditor and that such remuneration may be paid onprogressive billing basis to be agreed upon between the auditors and the Board ofDirectors.
13. STATUTORY AUDIT & SECRETARIAL AUDIT AND ADVERSE COMMENTS BY AUDITORS
There were no qualifications reservations adverse remarks or disclaimers made by M/sChaudhry Vigg James & Co. Statutory Auditors & M/s D Bansal & AssociatesPracticing Company Secretary in their Audit Reports. The Secretarial Auditor's report byMs. Deepika Bansal of M/s D Bansal & Associates Company Secretary in Practice hasbeen obtained and annexed as per Annexure II to this Report.
14. DIRECTORS APPOINTMENT AND REMUNERATION
The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act are in placeand adhered to by the Company in word and spirit.
15. ANNUAL RETURN
The extracts of Annual Return in form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 is attachedto this report (as per annexure III to this report).
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013 andpursuant to SEBI (Listing Obligation & Disclosures Requirements) Regulations 2015.The policy provides for a framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. More details on the vigil mechanism and theWhistle Blower Policy of your Company have been outlined in the Corporate GovernanceReport which forms part of this report.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
17. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All the Board of Directors and the designated employees have confirmed compliance withthe Code.
18. BOARD MEETINGS
The Company held six board meetings during the financial year under review on May 262018 August 10 2018 November 12 2018 January 09 2019 February 07 2019 and February12 2019.
Mr. Shiv Narayan Daga is the Managing Director who is the Key Managerial Person (KMP)within the meaning of Section 203 (1) of the Act.
Ms. Shikha Mundra and Mr. Sachin Kumar Rathi hold the post of Woman Director and Non-Executive Director respectively.
Mr. Milap Chand Bothra Mr. Chandra Mohan Bahety and Mr. Brajesh Sadani are theIndependent Directors of the Company.
Mr. Vishnu Kumar Sharma and Ms. Himanshi Mittal are other KMPs designated as ChiefFinancial Officer and Company Secretary of the Company respectively.
20. DECLARATION OF INDEPENDENT DIRECTORS
All the Non-Executive and Independent Directors have confirmed to the Board that theyqualify to be considered as Independent as per the definition of IndependentDirector' stipulated in Section 149(6) of the Act and Pursuant to Regulation 16(i)(b) ofthe SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015. Theseconfirmations have been placed before and noted by the Board.
21. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with 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 of the company at the end of the financial year and ofthe profit of the company 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 theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(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; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws that such systems were adequate and operating effectively.
22. SUBSIDIARY COMPANY
The Company has one wholly owned subsidiary Company in the name of Daga Business(International) Stock Brokers (IFSC) Private Limited.
23. BOARD COMMITTEE
Company has four Committees of Board viz
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. Independent Director Committee.
a. BUY BACK OF SECURITIES
The Company has not bought back any securities during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review.
b. BONUS SHARES
No Bonus shares were issued during the year under review.
c. EMPLOYEE STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
25. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the companyhas not paid remuneration to any Key Managerial Personnel exceeding the limit ofremuneration specified in rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 hence the information / comparative statement is either nil or isnot applicable.
The information regarding employee remuneration as required pursuant to Rule 5(2) andRule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is available for inspection by Members at the registered office of the Companybetween 2.00 p.m. IST and 4.00 p.m. IST on any working day (Monday to Friday) upto thedate of the Twenty Seventh Annual General Meeting. Any Member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on suchrequest.
26. POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE
Our policy against sexual harassment is embodied both in the Code of Conduct of thecompany as well as also in a specifically written policy in accordance with the sexualharassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
During the financial year 2018-19 no cases in the nature of sexual harassment werereported at any workplace of the company.
Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review. Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.
For DB (International) Stock Brokers Limited
|Sd/- ||Sd/- |
|Shiv Narayan Daga ||Sachin Kumar Rathi |
|Managing Director ||Director |
|DIN: 00072264 ||DIN:01013130 |
|Place: New Delhi || |
|Date: August 13 2019 || |