To the Members Members the To pleasureAnnual Your directors in(28) presentingEighthhaveenty immense TwentyTw presenting Eighthpleasure (28)in in Annualpleasure presentingReportimmense Twenty on thehave Eighth directors (28) Annual Your Report on the businessof statement together with the Audited statement of Accounts for theand operations Auditedthe of with thecompany togethertogether thecompany with of the operations Auditedstatement and business of Accounts for the 2020.financial year ended March 31 2020. .202031 March ended year nancialfi
1. FinancialResults FinancialResults .1 the financial results of as During areCompany the year your under of your Company are as follows: results reviewfinancial thefinancial the review results under of your year Company the During are as follows:
| || |
|Particular* ||Year ended March 31. 2020 ||Year ended March 31. 2010 ||Year ended March 31/ 2020 ||Year ended March 31 2010 |
|Crocs receipts ||1056.76 ||107.26 ||075.72 ||106.84 |
|Profit before tax ||300.74 ||(378.14) ||382 23 ||(375.45) |
|Prcvlston for tax ||26.06 ||1.06 ||20.23 ||(0.10) |
|Serened tax ilabltty/raasets) ||00.54 ||(110.00) ||08.70 ||(118.25) |
|Profit before share of ||265.12 ||(260.11) ||200.30 ||(257.01) |
|Share off profit m assert ate ||0.00 ||0.03 ||0.00 ||0.00 |
|Profit after tax ||265.12 ||(260.11) ||200.30 ||(257.01) |
|Broupm forward from previous year ||2128.21 ||2387.44 ||2133.03 ||2300.05 |
|Appropriate ccs: || || || || |
|Other comprchcnsvc income: Re measurement of post employment benefit ottlQaticos (nee of tax) ||2.31 ||0.68 ||2.31 ||0.68 |
|Balance transferred to chance sheet ||2305.64 ||2128.21 ||2345.53 ||2133.03 |
|famines per eijjty share :oas :( ||0.76 ||(0.74) ||0.60 ||(0.73) |
incomebe The will exceptcompany therethehowever does above;notabove; howeverarn income thethereexcept except willincome bethe takenabove;arnthe not however bestdoes company there will The be be takenthe best in future.effortsto to generate more incomeinin future .future .. in income more generate to efforts
2. STATE OF COMPANY'S AFFAIRS AND OPERATIONS
The total revenue of your Company for the financial year 2019-20 is 975.72 as compareto
196.84 for the previous financial year 2018-2019. The Net Profit before tax stood at
328.23 as against loss of 375.45 in the previous year. The profit after tax is increaseto
209.30 as against loss of (257.01) in the previous year.
3. DIVIDEND AND TRANSFER TO RESERVES
During the year under review the Company has not earned much profit and hence yourDirector proposes to plough back the profits in the business of the Company. Accordinglythe Board of Directors has not recommended any dividend for the financial year 2019-20 andthere has been no transfer to General Reserve.
As per provisions of Section 124 of the Companies Act 2013 the amount of unclaimeddividend outstanding for more than seven years are not due to be transferred to IEPF A/cthis year
5. CAPITAL STRUCTURE Authorised Share Capital
The Authorised Share Capital of the Company as at March 31 2020 was 100000000/-.
Paid up Share Capital
The Paid-up share capital as at March 31 2020 stands at 70000000/-comprising of35000000 equity shares of 2/- each fully paid up.
During the year under review the company has neither invited nor accepted any depositfrom public.
7. CHANGE IN NATURE OF BUSINESS
During the year there was no change in the nature of business of the Company.
8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY
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.
9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
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.
10. 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 thisReport.
11. CORPORATE GOVERNANCE
Report on Corporate Governance pursuant to SEBI (Listing Obligation & DisclosuresRequirements) Regulations2015 is attached and forms part of this report.
12. 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 toas negligence of theprofit preceding years; the board of directors is constrained to initiate suchresponsibility.
13. 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 isnotapplicable.
14. CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES
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.
15. STATUTORY AUDITORS
Pursuant to the provisions of section 139 of the Act and the rules framed thereafterM/s Gupta Verma & Sethi Chartered Accountants (FRN: 02605M) were appointed asStatutory Auditors of the company from the conclusion of 27th Annual GeneralMeeting till the conclusion of the 32nd AGM of the company to be held in theyear 2024.
16. STATUTORY AUDIT & SECRETARIAL AUDIT AND ADVERSE COMMENTS BY AUDITORS
There were no qualifications reservations adverse remarks or disclaimers made by M/sGupta Verma & Sethi Statutory Auditors & M/s D Bansal & AssociatesPracticing Company Secretaries in their Audit Reports. The Secretarial Auditor's report byMs. Deepika Bansal of M/s Deepika Bansal & Associates Company Secretary in practicehas been obtained and annexed as per Annexure II to thisReport. Note: For the Financialyear 2020-21 the Board of Directors appointed M/s Vikas Verma & AssociatesPracticing Company Secretaries to conduct the Secretarial Audit.
17. DIRECTORS APPOINTMENT AND REMUNERATION
The policies of the Company on Director's 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 andspirit.
18. PERFORMANCE EVALUATION OF THE BOARD
Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandates that the Board shall monitor and review the Board Evaluation framework. TheCompanies Act 2013 states that a formal annual evaluation needs to be made by the Boardof its own performance and that of its Committees and individual Directors. Schedule IV ofthe Companies Act 2013 and regulation 17(10) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 states that the performance evaluation of IndependentDirectors shall be done by the entire Board of Directors excluding the Director beingevaluated. The evaluation of all the Directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board. The evaluation process has beenexplained in the Corporate Governance Report and forms part of this report However theactual evaluation process shall remain confidential and shall be a constructive mechanismto improve the effectiveness of the Board/ Committee.
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 isavailable on the website of the Company at https://www.dbonline.in and is attachedto this report as per Annexure III to this report.
20. VIGIL MECHANISM / WHISTLE BLOWERPOLICY
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 thisreport. A high level Committee has been constituted whichlooks into the complaints raised. The Committee reports to the Audit Committee and theBoard.
21. 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 Board Directors and the designated employees haveconfirmed compliance with the Code.
The Company had four board meetings during the financial year under review onMay 292019 August 13 2019 November 1 2019 and January 20 2020.
23. DIRECTORS & KEY MANAGERIAL PERSONNAL
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 Executive Women Directorand 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* were other KMPs designated as ChiefFinancial Officer and Company Secretary of the Company respectively.
1. Ms Shikha Mundhra is appointed as Non executive Women Director w.e.f 24thJune 2020
2. Ms. Himanshi Mittal resigned from the post of Company Secretary and Complianceofficer of the Company on January 20 2020
3. Ms. Divya Saluja appointed as Company Secretary and Compliance Officer w.e.f. 24thJune 2020.
24. 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 theBoard.
25. 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 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 at the end of the financial year and ofthe profit of the company for thatperiod;
(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 otherirregularities;
(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 wereoperatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws that such systems were adequate and operatingeffectively.
26. SUBSIDIARY COMPANY
The Company has one wholly owned subsidiary Company in the name of Daga Business(International) Stock Brokers (IFSC) Private Limited.
27. BOARD COMMITTEE
Company has four Committees of Board viz ? Audit Committee ? Stakeholders RelationshipCommittee ? Nomination and Remuneration Committee ? Independent Directors Committee
28. SHARES a. Buy Back of Securities
The Company has not bought back any securities during the year under review. TheCompany 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 OPTIONPLAN
The Company has not provided any Stock Option Scheme to the employees.
29. PARTICULARS OF EMPLOYEES AND RELATEDINFORMATION
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 Eighth Annual General Meeting. Any Member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished onsuchrequest.
30. POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
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) Act2013.
During the financial year 2019-20 no cases in the nature of sexual harassment werereported at any workplace ofthe company.
31. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as stipulated under the Listing Regulationsis presented in a separate Section forming part of this Annual Report.
32. DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT 2013
Company is not required to maintain the cost records and accounts as specified undersection 148 of Companies Act 2013 as it not applicable on the Company.
33. CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations. Various factors such aseconomic conditions changes in government regulations tax regime other statues marketforces and other associated and incidental factors may however lead to variation in actualresults.
Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies 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 |
|R/o: B-146 SurajmalViharDelhi-110092 ||R/o: Devi Singh BhatiKeMakaKePiche351 |
| ||Maheshwari Mohalla Jassusar Gate KE |
| ||Bahar Bikaner 334004 |
|Place: New Delhi || |
|Date: 31st July 2020 || |