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Debock Sales and Marketing Ltd.

BSE: 535086 Sector: Engineering
NSE: DSML ISIN Code: INE411Y01011
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Debock Sales and Marketing Ltd. (DSML) - Director Report

Company director report

To

The Member

Debock Sales and Marketing Limited

Your Directors have pleasure in presenting the Twelfth Annual Report of the Company onthe business and operations of the Company together with the Audited financial accountsfor the financial year ended on 31st March 2020.

1) Financial Performance & Highlights

(Rs. In lakhs)

Particulars

March 31 2020

March 31 2019

Revenue From Operations (Gross) 186677100 202011479
Less: Excise Duty 0 0
Revenue from operations (Net) 186677100 204168498
Other Income 333759 2157019
Total Revenue 187010859 204168498
Profit before Depreciation Interest and Tax Expenses 16622913 18959128
Less: Finance Cost 9189921 11981041
Profit before Depreciation and Tax Expenses 7432992 6978087
Less: Depreciation 4438109 4141537
Net Profit before Tax 2994883 2836549
Less: Current Tax 778670 737503
Less: Deferred Tax (6440794) 6600351
Net Profit after Tax 8657007 4501304

2) Brief description of the Company's working during the year/State of Company'saffair (objects performance)

The Company continued its Hotel Segment Sales and Marketing Business. During the yearunder review the Company registered revenue of Rs 1866.77 lacs as against revenue of Rs2020.11 lacs during preceding financial year. The Net Profit of the Company for the yearended 31st March 2020 stood at Rs.86.57 Lacs.

Revenue from operations decreased by 7.62% on y-o-y basis in FY 2019-20 as compared toFY 2018-19. Our margins and performance were remarkable due to increase in prices of finalproducts of the Company. The Company recorded a Net Profit of Rs. 86.57 in FY 2019-20 ony-o-y basis as compared to loss of Rs. 45.02 Lacs in FY 2018-19 despite a relativelysluggish industry growth primarily on account of improved cost efficiencies. Earnings perShare (EPS) stood at Rs. 1.05 for FY 2019-20.

3) Covid-19

the Company is taking various measures to ensure the safety and wellbeing of allemployees and is ensuring compliance with the directives issued by the Central GovernmentState Governments and local administration in this regard. In this evolving crisis whenno one is able to say for sure when it will be contained and what its long-term impactcould be the stress will be placed equally on every one. The accelerated spread of thispandemic has brought the economy to a standstill which has necessarily affected all theclasses and nature of businesses. The company has faced a slowdown in terms of itsoperations and the financial viability is also undermined. The company expects togradually increase the level of operations in the coming months.

Due to the recent relaxations provided by the government the Company is expecting thatits operations including manufacturing would be run in an efficient and more streamlinedmanner to consolidate and mitigate the impact of slowdown of operation witnessed due toCovid-l9.

4) State of Company's Affairs and Future Outlook

Your Directors are optimistic about company s business and hopeful of betterperformance with increased revenue in the coming year. There was no change in the natureof business of Company.

5) Dividend:

During the period under review the Board of Directors have not recommended anydividend and proposes to put the reserves for enhancing business.

6) Listing Information

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platformand in dematerialized form through depositories in order to eliminate all risks associatedwith physical shares and for ease of portfolio management. The Listing Fee is yet to bepaid to the Stock Exchanges for the year 2020-21. The ISIN No. of the Company isINE411Y01011.

7) Change In Nature Of Business

There is no change in the nature of the business of the Company. Due to PandemicCovid-19 the Office and factory was shut down from March 22 2020 to May 25 2020. Elsethe company had been working efficiently during the year. In spite of this Global crisisthe Board of Directors are pleased to report a good performance of the Company in terms ofboth financial and operational performance

8) Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.

9) Transfer to Reserves & Surplus

During the period under review your directors have not transferred any amount togeneral reserves.

10) Credit Rating

The company has not obtained any rating from any Credit Rating Agency during the year.

11) Share Capital & Unclaimed Shares :

During the period under review the Authorised share capital of the Company was Rs. 8.5Crores. The updated Paid up Share Capital of the Company as on signing of this report isRs. 8.22 crores.

Issue of equity shares with differential rights

Your Company has not issued equity shares with differential rights for the financialyear 2019-20 as provided in rule 4(4) of Companies (Share Capital and Debentures) Rules2014.

Issue of sweat equity shares

Your Company has not issued sweat equity shares for the financial year 2019-20 asprovided in rule 8 (13) of Companies (Share Capital and Debentures) Rules 2014.

Issue of employee stock

Your Company has not issued employee stock option for the financial year 2019-20 asprovided in rule 12 (9) of Companies (Share Capital and Debentures) Rules 2014.

Provision of money by company for purchase of its own shares by employees orby Trustees for the benefit of employees: N.A.

The Company as no other type of securities except equity shares forming part of paid upcapital.

12) Depository Participant

Your Company s equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services India Limited.

13) Director's & Key Managerial Personnel

In accordance with the provisions of section 149 152 & Article 105 to 110 ofArticle of Association of the Company and other applicable provisions of the CompaniesAct 2013 one third of the of Directors who are liable to retire by rotation shallretire every year and if eligible offer themselves for re-appointment at every AGM.

Consequently Mr. Mukesh Manveer Singh Director of the Company is liable to retire byrotation in the forthcoming Annual General Meeting and being eligible offers himself forreappointment. The Board recommends their reappointment for the consideration of Membersof the Company at the ensuing Annual General Meeting.

The details of Directors being recommended for reappointment as required under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are contained in theaccompanying Notice convening the ensuing Annual General Meeting of the Company.Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment ofDirectors are also included in the Notice.

During the year under review there is change in the Board of Directors & KMP ofthe Company details of which are as follows:

Directors:

a) Mr. Harshad Kumar Jashwantlal Patel resigned as Independent Director on 13thAugust 2019 b) Ms. Jyoti Choudhary resigned as Independent Woman Director on 25thFebruary2020.

KMP:

The following were the Key Managerial Personnel of the Company for the Financial Year2019-20:

S. No. Name of Person Designation
1. Mr .MukeshManveer Singh Chairman & Managing Director
2 Mrs. NishuGoyal Chief Financial Officer
3 Mr. Bharat Singh Charan Company Secretary & Compliance Officer
4. Ms. Vandana Patidar* Chief Executive Officer w.e.f. 15th March 2019

Ms. Vandana Patidar* was appointed as Additional Director by Board on 30thMay 2019 to hold office upto 11th Annual General Meeting. Later she was notregularized as Director however she remained as CEO of the Company.

14) COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF

Board of Directors

During the period under review the Board of the Company comprises of Three Directorsout of which one is Managing Director rest two Directors were Non-Executive IndependentDirectors. During the financial year 2019-20 there were Four (4) meetings of the boardheld the details of the number of Meetings of the Board held on 30.05.2019; 04.09.2019;14.11.2019 and 25.02.2020. The maximum gap between any two board meetings is not more than120 days.

Name

Attendance at Meetings

Number of other Directorship & Committee Membership / Chairmanship**

No. of Board Meetings

Last AGM Other Directorship* Committee Membership Committee Chairmanship
Meetings held during Tenure Meetings Attended
Promoters
Mukesh Manveer Singh 4 4 Yes 4 2 0
Non Promoter
Vandana Patidar 1 1 Yes 0 0 0
Independent Directors
Kailash Brahmabhatt 4 4 Yes 0 3 1
Arvind Rao 4 4 Yes 0 3 2
Jyoti Choudhary 3 3 Yes 2 1 0

*Directorships and Committee member/Chairmanship in other companies mentioned aboveexcludes directorships in private limited companies unlimited companies foreigncompanies and companies incorporated under section 8 of the Companies Act 2013.

**While calculating the number of Membership / Chairmanship in Committees of othercompanies Membership / Chairmanship of only Audit Committee and Stakeholders RelationshipCommittee have been considered pursuant to Regulation 18 and Regulation 20 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. None of the Directoris a member in more than ten committees and act as a Chairman in more than five committeesacross all companies in which he is a Director.

Audit Committee:

During the financial year 2019-20 four (4) meetings of the Audit Committee were heldon 30.05.2019; 04.09.2019; 14.11.2019 and 25.02.2020. The details of the composition ofthe committee and attendance at its meeting are set out in the following table:

Sr. No. Name of the Director Status Meetings held Meetings attended
1. Mr. Kailash Brahmabhatt Chairman 4 4
2. Mr. Arvind Rao Member 4 4
3. Mr. Mukesh Manveer Singh Member 3 3
4 Mr. Harshadkumar Jashwantlal Patel* Ex-Chairman 1 1

*Mr. Harshad kumar Jashwantlal Patel resigned on 13th August 2019.Thereafter the Committee was reconstituted and Mr. Kailash Brahmabhatt IndependentDirector was appointed as Chairman of the Committee and Mr. Mukesh Manveer Singh wasintroduced as new member of the Committee.

Role of the committee:

The role of the Committee inter-alia includes oversight of the company s financialreporting process and the disclosure of its financial information to ensure that thefinancial statement is correct sufficient and credible; recommendation for appointmentremuneration and terms of appointment of auditors of the company; approval of payment tostatutory auditors for any other services rendered by the statutory auditors; reviewingwith the management the annual financial statements and auditor s report thereon beforesubmission to the board for approval; reviewing with the management the quarterly/Halfyearly financial statements before submission to the board for approval; reviewing withthe management the statement of uses / application of funds raised through an issue(public issue rights issue preferential issue etc.) the statement of funds utilizedfor purposes other than those stated in the offer document / prospectus / notice and thereport submitted by the monitoring agency monitoring the utilization of proceeds of apublic or rights issue and making appropriate recommendations to the board to take upsteps in this matter; reviewing and monitoring the auditor s independence and performanceand effectiveness of audit process; approval or any subsequent modification oftransactions of the company with related parties; scrutiny of inter-corporate loans andinvestments; valuation of undertakings or assets of the Company wherever it is necessary;reviewing with the management performance of statutory and internal auditors adequacyof the internal control systems and risk management systems; reviewing the findings of anyinternal investigations by the internal auditors into matters where there is suspectedfraud or irregularity or a failure of internal control systems of a material nature andreporting the matter to the board; discussion with internal auditors of any significantfindings and follow up there on; o look into the reasons for substantial defaults in thepayment to the depositors debenture holders shareholders (in case of non-payment ofdeclared dividends) and creditors; to review the functioning of the Whistle Blowermechanism; approval of appointment of chief financial officer after assessing thequalifications experience and background etc. of the candidate; Carrying out any otherfunction as is mentioned in the terms of reference of the audit committee.

Recommendations by the Audit Committee which were not accepted by the board along withReasons

All the recommendations made by the Audit Committee are accepted and implemented by theBoard of Directors.

Nomination and Remuneration Committee:

During the financial year 2019-20 three (3) meetings of the Nomination andRemuneration Committee held 30.05.2019; 13.08.2019 and 25.02.2020. The details of thecomposition of the committee and attendance at its meeting are set out in the followingtable:

Sr. No. Name of the Director Status Meetings held Meetings attended
1. Mr. Arvind Rao Chairman 3 3
2. Mr. Harshadkumar Jashwantlal Patel* Member 1 1
3. Mr. Kailash Brahmabhatt Member 3 3
4. Ms. Jyoti Choudhary Member 2 2

*Mr. Harshad kumar Jashwantlal Patel resigned on 13th August 2019.Thereafter the Committee was reconstituted and Ms. Jyoti Choudhary Independent Directorwas appointed as member of the Committee and later after her resignation from the Boardthe Committee was reconstituted with remaining two members.

Date of Meeting of Stakeholders Relationship Committee:-

During the financial year 2019-20 1(One) Stakeholders Relationship Committee was heldon 04.09.2019.The details of the composition of the committee and attendance at itsmeeting are set out in the following table:

Sr. No. Name of the Director Status Meetings held Meetings attended
1. Mr. Arvind Rao Chairman 1 1
2. Mr. Kailash Brahmabhatt Member 1 1
3. Mr. Mukesh Manveer Singh Member 1 1
4. Mr. Harshadkumar Jashwantlal Patel* Ex-Member 0 0

*Mr. Harshad kumar Jashwantlal Patel resigned on 13th August 2019.Thereafter the Committee was reconstituted and Mr. Mukesh Manveer Singh was introduced asnew member of the Committee.

Role of the committee

The terms of reference of the Committee includes considering and resolving thegrievances of security holders of the Company including Allotment and listing of ourshares in future; Redressing of shareholders and investor complaints such as non-receiptof declared dividend annual report transfer of Equity Shares and issue ofduplicate/split/consolidated share certificates; Monitoring transfers transmissionsdematerialization re-materialization splitting and consolidation of Equity Shares andother securities issued by our Company including review of cases for refusal of transfer/transmission of shares and debentures; Reference to statutory and regulatory authoritiesregarding investor grievances; To otherwise ensure proper and timely attendance andredressal of investor queries and grievances; And to do all such acts things or deeds asmay be necessary or incidental to the exercise of the above powers the Board may decidefrom time to time and / or enforced by any statutory notification amendment ormodification as may be applicable.

15) Code of Conduct

Your Company has laid down a Code of Conduct for all the Board Members and SeniorManagement Personnel of the Company. All Directors and Senior Management Personnel of theCompany have affirmed compliance with the Company s Code of Conduct for the financial yearended March 31 2020 in accordance with Regulation 17(5) of the Securities & ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015. TheCode aims at ensuring consistent standards of conduct and ethical business practicesacross the Company. The Company has posted the Code of Conduct for Directors and SeniorManagement on the company s website www.debockgroup.com under Investors link.

16) Code Of Conduct For Prohibition Of Insider trading

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force at the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees. The Company also adopts the conceptof Trading Window Closure to prevent its Directors Officers designated employees andother employees from trading in the shares of the company at the time when there isunpublished price sensitive information. The Policy is available on the website of theCompany www.debockgroup.comunder the Investors link.

17) Annual Evaluation Of Board Committees And Individual Directors

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 the Board carried outannual evaluation of its own performance performance of its Committees and evaluation ofindividual director including independent directors. The independent directors carried outan annual performance of non-independent directors the Board as a whole and chairman ofthe Company. Nomination and Remuneration Committee of the Board of directors evaluated theperformance of every director.

The performance is evaluated on the basis of number of Board and Committee meetingsattended by individual directors participation of director in the affairs of the companyduties performed by each director targets archived by the company during the year. TheBoard found the evaluation satisfactory and no observations were raised during the saidevaluation in current year as well as in previous year.

18) Retire By Rotation

In pursuant to Section 152(6) of the Companies Act 2013 Mr. Mukesh Manveer Singh isliable to retire by rotation at the ensuing Annual General Meeting.

19) Disclosures By Directors

The Board of Directors have submitted notice of interest in Form MBP 1 under Section184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) anddeclarations as to compliance with the Code of Conduct of the Company.

20) Declaration by an Independent Director(s) and re- appointment if any

The Company has received necessary declaration from each independent director underSection 149(7)of the Companies Act 2013 confirming that he meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013. The IndependentDirectors are yet to register themselves with IICA MCA.

21) Finance & Accounts

Your Company prepares its Financial Statements in accordance with the AccountingStandards prescribed under section 133 of the Companies Act 2013 read with the relevantrules issued there under and other accounting principles generally accepted in India. Theestimates and judgments relating to the Financial Statements are made on a prudent basisso as to reflect in a true and fair manner. The form and substance of transactionsreasonably present the Company s state of affairs profits and cash flows for the yearended March 31 2020. Bank Cash and cash equivalents as at March 31 2020 was Rs. 39.58Lakhs. The Company continues to focus on judicious management of its working capitalReceivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring. IND AS is not applicable to the Company because Companieslisted on SME exchanges are not required complying with IND AS. The estimates andjudgmentsrelating to the Financial Statements are made on a prudent basis so as to reflect in atrueand fair manner the form and substance of transactions and reasonably present theCompany s state of affairs profits and cash flows for the year ended March 31 2020.TheCompany has neither revised the financial statements nor the report of Board of Directors.

11. Subsidiary Companies/Joint Venture/ Associates Company

The Company does not have any Subsidiary/Joint Venture/Associates Company as on31.03.2020.

12. Consolidated Financial Statements :-

The Company has no Subsidiary Associate or Joint Venture and therefore question ofConsolidated Financial Statements do not arise.

13. Management Discussion & Analysis Report

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2020 as Annexure-A.

14. Corporate Governance

Corporate Governance at Debock Sales and Marketing Limited is evolved by not onlyensuring compliance with regulatory requirements but also by being responsive andresponsible to the needs of stakeholders with rewarding environment. Your Company believesthat best Corporate Governance practices are critical to enhance and retain investortrust.

We at Debock Sales and Marketing Limited believe that good and effective CorporateGovernance is critical to achieve corporate vision and mission of the organization; it ismore of an organizational culture than a mere adherence to rules and regulations. Law arealone cannot bring changes and transformation and voluntary compliance both in form andin substance plays an important role in developing good Corporate Governance.

As our company is listed on SME Emerge Platform of National Stock exchange Limited(NSE) by virtue of Regulation 15 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the compliance with the corporate Governance provisions asspecified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation46 and Para C D and E of schedule V are not applicable to the company. Hence CorporateGovernance Report does not form a part of this Board Report though we are committed forthe best corporate governance practices.

15. Auditors:-

a) Statutory Auditors:-

M/s Mittal & Associates Chartered Accountants (Firm Registration No. 106456W) wereappointed by the shareholders at the Eleventh Annual General Meeting held on 30thSeptember 2019 for five financial years to hold office till the conclusion of the 16thAnnual general Meeting of the company.

Hence the term of the said Statutory Auditors shall expire at the 16th Annual GeneralMeeting of the company to be held in the year 2024 as per the provisions of Section 139 ofthe Companies Act 2013.

The auditors have confirmed their eligibility under Section 141 of the Companies Act2013 and the Rules framed there under. As required under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Auditors have also confirmed that theyhold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.

Independent Auditor's Report:- There were certain observations and remarks raisedby the Auditors of the Company in CARO Report. Apart from that the Independent auditor sreport is self-explanatory and therefore needs no comments.

b) Cost Auditors:-

The Central Government has not prescribed maintenance of cost record for the businessactivity in which the Company is engaged; therefore the provisions of Section 148 of theCompanies Act 2013 and the Companies (Cost Records and Audit) Amendment Rules 2014 arenot applicable to the Company.

c) Secretarial Audit:-

In terms of Section 204 of the Companies Act2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the has appointed M/s. Ayush Khandelwal& Associates Practicing Company Secretaries Jaipur (Membership no. 41316) & (CPNo 19171) as a Secretarial Auditors of the Company. There are certain observations andremarks made by Secretarial Auditors of the Company by the Secretarial Auditor in theSecretarial Audit Report. The report of the Secretarial Auditors is enclosed as AnnexureB to this report.

16. Vigil Mechanism / Whistle Blower Policy

As per the provisions of Companies Act 2013 every Listed Company shall establish avigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions ofsection 177(9) & (10) of the Companies Act 2013 a vigil mechanism/ whistle blowerpolicy for directors and employees to report genuine concerns has been established andapproved by Board.This policy would help to create an environment wherein individuals feelfree and secure to raise an alarm whenever any fraudulent activity takes place or islikely to take place. It will also ensure that complainant(s) are protected fromretribution whether within or outside the organization.

17. Risk Management

In today s economic environment Risk Management is a very important part of business.The main aim of risk management is to identify monitor and take precautionary measures inrespect of the events that may pose risks for the business. The risk management frameworkis reviewed periodically by the Board and the Audit Committee. Pursuant to section 134 (3)(n) of the Companies Act 2013 & Regulation 17 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Business Risk Evaluation and Management is anon-going process within the Organization. Pursuant to Section 134(3)(n) of the CompaniesAct 2013 the Board has framed a Risk Management Policy for the Company. The Company hasin place a mechanism to identify assess monitor and mitigate various risks to keybusiness objectives.Major risks identified by the business and functions aresystematically addressed through mitigating actions on a continuing basis. At present thecompany has not identified any element of risk which may threaten the business (or)existence of the company.. Your Company has identified the following risks:

(A) Commodity Price Risk

Risk of price fluctuation on basic raw materials as well as finished goods used in theprocess of manufacturing. Your Company commands excellent business relationship with bothsuppliers and buyers. In case of major fluctuation either upwards or downwards the matterwill be mutually discussed and compensated both ways. Also by focusing on new value addedproducts helps in lowering the impact of price fluctuation in finished goods.

(B) Interest Rate Risk

Any increase in interest rate can affect the finance cost. Your Company s dependency oninterest bearing debt is reasonably low therefore risk on account of any unforeseen hikein interest rate is very nominal.

(C) Human Resource Risk

Your Company s ability to deliver value is dependent on its ability to attract retainand nurture talent.

Attrition and non availability of the required talent resource can affect the overallperformance of the Company. By continuously benchmarking of the best HR practices acrossthe industry and carrying out necessary improvements to attract and retain the besttalent. By putting in place production incentives on time bound basis and evaluating theperformance at each stage of work. Also recruitment is across almost all states of Indiawhich helps to mitigate this risk and we do not anticipate any major issue for the comingyears.

(D) Competition Risk

The increase in competition can create pressure on margins market share etc. Howeverby continuous efforts to enhance the brand image of the Company by focusing on qualitycost timely delivery best customer service and by introducing new product rangecommensurate with demands your Company plans to mitigate the risks so involved.

(E) Compliance Risk

Any default can attract penal provisions. Your Company regularly monitors and reviewsthe changes in regulatory framework through various legal compliance management tools toavoid any such compliance related risk.

(F) Industrial Safety Employee Health and Safety Risk

The Electrical industry is labour intensive and is exposed to accidents health andinjury risk due to machinery breakdown etc. By development and implementation of criticalsafety standards across the various departments of the factory establishing training needidentification at each level of employee.

18. .Material changes and commitments if any affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report

While the past performance and current impacts of Covid-19 are material elements to beshared with the investors it is company s business prospects as seen by the managementthat matters the most. Following are the changes undergone by the company during the yeartill date due to this pandemic situation-

1. Impact of COVID-19 on Operations of Business:

Due to the impact of COVID19 and in accordance with various initiatives and directionsof both Central and State(s) Government from time to time including Janta Curfew andsubsequent nationwide lock down the operations of the Company were suspended at itsoffice/showroom/manufacturing unit from March 22 2020 which has negative impacteditsoperations of the Company during last week of March April and May 2020.

2. Material Impact of COVID-19 on Capital and Financial Position

As on date the company has adequate capital. As regards financial resources thefinancial aid announced by government for MSME if received would definitely help us tosurvive in near future. This will affect the profitability for the year 2020-21 which willbe at lower level because of reduction in sales due to the impact of COVID-19 lockdown andrescission in the market. None ofour Assets got impaired due to COVID -19 effects tilldate. The Company has a sound internal financial reporting and control mechanism andwherever applicable additional controls are being added to address the current situation.

19. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There are no significant and material order passed by the Regulators/ court that wouldimpact the going concern status of the company and its future operations.

20. Deposits

Your Company has not accepted any deposits within the meaning of Section 73 to 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

21. Information Pursuant to Rule -5 of the Companies (Appointment and Remuneration) ofManagerial

Person Rule 2014 of the Companies Act 2013 :-

None of the Employee is in receipt of remuneration in excess of limits prescribed underRule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 i.e The Company has not employed any employee for any post that has paidremuneration in excess of Rs.10200000/- per annum or in excess of Rs.850000/-permonth.

22. Mandatory Update of Pan and Bank Details against your Share Holding:-

Pursuant to SEBI circular SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20thApril 2018 shareholders whose ledger folios do not have/have incomplete details withrespect to PAN and Bank Account particulars are mandatorily required to furnish thesedetails to the Issuer Company/RTA for registration in the folio. As per the records of theCompany few Shareholders folio needs to be updated with the PAN / Complete

Bank Account details so that the investments held by them are in compliance with theaforementioned circular.

Such Shareholders are hence requested to submit the following documents within 21 daysof receipt of this communication:

• Enclosed Form duly filled in and signed by all the shareholders.

• Self-Attested Copy of Pan Card of all the shareholders

• Cancelled Cheque Leaf with Name (if name is not printed on cheque -self-attested copy of first page of pass book) of all the shareholders and

• Address Proof (self-attested copy of Aadhaar-Card of all the shareholders)

23. Particulars of Loans Guarantees or Investments

Details of Loan Guarantees and investments covered under the provisions of section 186of the Companies Act 2013 are given in the notes to Financial Statements.

24. Particulars of Contracts or Arrangements with Related Parties

All transactions entered with the Related Parties during the financial year were in theordinary course of business and on Arm s Length Basis and do not attract the provisions ofsection 188 of the Companies Act

2013 and rules made there under. Disclosure in form AOC- 2 in terms of section 134 ofthe Companies Act 2013 and its rules in the Annexure-C to the directors report.

Related party transactions have been disclosed under significant accounting policiesand notes forming part of the financial statements in accordance with "AccountingStandard 18". None of the transactions with related parties were in conflict with theinterest of the Company. All the transactions are in the normal course of business andhave no potential conflict with the interest of the Company at large and are carried outon an arm s length basis or fair value.

25. Environment and Safety

Your Company is driven by principles of sustainability incorporating environmentemployees and society aspects in all our activities. We are focused on employeewell-being developing safe and efficient products minimizing environmental impact of ouroperations and products and minimizing the impact of our operations on society. YourCompany is conscious of the importance of environmentally clean and safe operations andensure of all concerned compliances environmental regulations and preservation ofnatural resources. Debock Sales & Marketing Limited recognizes quality andproductivity as a pre-requisite for its operations and has implemented ISO 9001:2000.Continuous efforts to preserve the environment are pursued.

Employees well-being and safety is of paramount importance to us. Creating a safe andhealthy work environment is the most material issue in our operations. The focus is tocontinuously improve our health and safety performance. Our operations are comparativelysafe and do not use significant amount of hazardous materials. All our employees areprovided with relevant personal protective equipment according to the nature of workhandled. They are also imparted relevant training on safety and handling of hazardousmaterials.

26. Corporate Social Responsibility Initiatives

As per provisions of Section 135 of the Company Act 2013 and rules made there underthe CSR is not applicable on your company for the Financial Year 2019-20.

27. Directors Responsibility Statement

To the best of knowledge and belief and according to the information and to theinformation and explanation obtained by them your directors make the following statementin terms of section 134(3) (c)

a) In the preparation of Annual Accounts of the Company the applicable AccountingStandards have been followed along with proper explanation relating to material departuresfrom the same if there any.

b) 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& fair view of the state of affairs of the Company at the end of the financial yearended March 31 2020 and of the Profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularity.

d) The Directors have prepared the Annual Accounts of the Company on a going concernbasis.

e) The Directors have laid down internal financial control to be followed by thecompany and such internal financial control are adequate and were operating effectively;and

f) The Directors have devised proper system to ensure compliance with the provision ofall applicable law and that such system operating effectively.

28. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

As per section 134(3) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 the information on conservation of energy technology absorptionand foreign exchange earnings and outgo is annexed in Annexure-D an integral partof this report.

29. Internal Control Systems and Their Adequacy

The Company has adequate internal control system commensurate with the size of itsoperations. Adequate records and documents are maintained as required by laws. The AuditCommittee reviews adequacy and effectiveness of the Company s internal control environmentand monitors the implementation of audit recommendations. The Audit Committee givesvaluable suggestions from time to time for improvement of the company s businessprocesses systems and internal controls. All efforts are being made to make the internalcontrol systems more effective.

30. Nomination And Remuneration Policy of Directors Key Managerial Personnel and OtherEmployees

In adherence of section 178(1) of the Companies Act 2013 the Board of Directors ofthe have approved a policy on directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided u/s 178(3) based on the recommendations of the Nomination andRemuneration Committee. The broad parameters covered under the Policy are Objective Roleof Committee Appointment and removal of directors/KMP/ Senior Management Terms &tenure Evaluation Policy For Remuneration To Directors/ KMP/ Senior Management Personneletc.

The Company s Policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence of Directors andother related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure-F and forms part of this Report.

31. Human Resource Management Health and Safety

At Debock sales and Marketing Limited (DSML) we consider our employees as the mostvaluable resource and ensure strategic alignment of Human Resource practices to businesspriorities and objectives. Our constant endeavour is to invest in people and peopleprocesses to improve human capital for the organization and service delivery to ourcustomers. Attracting developing and retaining the right talent will continue to be a keystrategic imperative and the organization continues its undivided attention towards that.We would like to take this opportunity to express appreciation for the hard work andcommitment of the employees of the Company and look forward to their continuedcontribution.

DSML strives to provide a conducive and competitive work environment to help theemployees excel and create new benchmarks of productivity efficiency and customerdelight. At DSML the Human Resource agenda continues to remain focused on reinforcing thekey thrust areas i.e. being the employer of choice building an inclusive culture and astrong talent pipeline and building capabilities in the organization. To maintain itscompetitive edge in a highly dynamic industry we recognize the importance of having awork force which is consumer-focused performance-driven and future-capable. In keepingwith this a number of policies and initiatives have been drawn up like regular employeeengagement surveys focusing on objective performance management system with key resultareas and performance indicators. These initiatives ensure a healthy balance betweenbusiness needs and individual aspirations.

At DSML we ensure that there is full adherence to the code of ethics and fair businesspractices. DSML provide equal opportunity in all aspects of employment includingrecruitment training work conditions career progression etc. that reconfirms ourcommitment that equal employment opportunity is a component of our growth andcompetitiveness. Further DSML is committed to maintaining a workplace where each employees privacy and personal dignity is respected and protected from offensive or threateningbehaviour including violence. The Company believes in empowering its employees throughgreater knowledge team spirit and developing greater sense of responsibility.

The company has a policy on prohibition prevention and Redressal of Sexual Harassmentof women at workplace and matters connected there with or incidental there to covering allthe aspects as contained under "The Sexual Harassment of women at workplace(Prohibition Prevention and Redressal) Act 2013".

During the year no complaint was lodged.

32. Particulars of Employees

Ratio of remuneration of each director to the median remuneration of the employees ofthe company for the financial year: -

The information required pursuant to Section 197 read with Rule 5 (1) (i) of TheCompanies (Appointment and Remuneration) Rules 2014 in respect of ratio of remunerationof each director to the median remuneration of the employees of the Company for theFinancial Year (in Annexure G).

33. Annual Return

As required under Section 134(3)(a)of the Act the Annual Return is put up on theCompany s website and can be accessed at http://debockgroup.com/Investors.

34. Extract Of Annual Report

As required pursuant to section 92(3) of the Companies Act 2013 read with Rule 12(1)of th Companies (Management and Administration) Rules 2014 (as amended) is furnished inthe Form MGT 9.

The Extract of Annual Return is attached herewith as Annexure-H and is displayedon the website ofthe Company www.debockgroup.com.

35. Dematerialisation of Shares

As now your Company is listed from 5th June 2018 the shares of yourCompany are being traded in electronic form and the Company has established connectivitywith both the depositories i.e. National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL). In view of the numerous advantages offered bythe Depository system Members are requested to avail the facility of dematerialization ofshares with either of the Depositories as aforesaid. As on today 100% of the sharecapital stands dematerialized.

36. Internal Financial Control

According to Section 134(5) (e) of the Companies Act 2013 the term financial control(IFC) means the policies and procedures adopted by the Company for ensuring the orderlyand efficient conduct of business including adherence to the 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.

To further strengthen the internal control process the company has developed the verycomprehensive compliance management tool to drill down the responsibility of thecompliance from top management to executive.

37. Cautionary Statement

Statements in this report describing the Company s objectives expectations and/oranticipations may be forward looking within the meaning of applicable Securities Law andOther laws & regulations. Actual results may differ materially from those stated inthe statement. Important factors that could influence the

Company s operations include global and domestic supply and demand conditions affectingselling prices of finished goods availability of inputs and their prices changes in theGovernment policies regulations tax laws economic developments within the country andoutside and other factors such as litigation and industrial relations. The Company assumesno responsibility in respect of the forward-looking statements which may undergo changesin future on the basis of subsequent developments information or events.

38. Acknowledgement

The Directors of your Company acknowledge a deep sense of gratitude for the continuedsupport extended by Investors Customers Business Associates Bankers and Vendors. YoursDirectors place on record their appreciation for the significant contribution made by theemployees at all levels through their hard work and dedication. The Directors also thanksthe various Government and Regulatory Authorities and last but not the least theShareholders for their patronage support and faith in the company. The Board looksforward to their continued support in the years to come.

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