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Decorous Investment And Trading Co Ltd.

BSE: 539405 Sector: Others
NSE: N.A. ISIN Code: INE183R01010
BSE 00:00 | 08 Dec 16.45 -0.05
(-0.30%)
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16.60

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17.30

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NSE 05:30 | 01 Jan Decorous Investment And Trading Co Ltd
OPEN 16.60
PREVIOUS CLOSE 16.50
VOLUME 58714
52-Week high 18.45
52-Week low 14.85
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 16.60
CLOSE 16.50
VOLUME 58714
52-Week high 18.45
52-Week low 14.85
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Decorous Investment And Trading Co Ltd. (DECOROUSINVESTM) - Director Report

Company director report

Dear Stakeholders

Your Directors have pleasure to present herewith the 37th Annual Reportfor the year ended 31.03.2020.

FINANCIAL RESULTS

(in Rupees)

Particulars For the Year ended 31.03.2020 For the Year ended 31.03.2019
Revenue from Operations 1300000.00 700000.00
Other Income/Receipts 1206191.64 654202.78
Total Income 2506191.64 1354202.78
Total Expenditure 2386810.27 1271159.91
Exceptional Items 0.00 0.00
Profit/(Loss) before Tax 119381.37 83042.87
Provision for Tax 31276.19 21409.62
Net Profit/(Loss) 88105.18 61633.24

FINANCIAL HIGHLIGHTS

During the previous years under review your company was carrying-outthe business activities relating to real estate commission agents brokers consultancytrading / purchase & sale of commodities & bullion etc. as per the main objectsas contained in MOA. Company has received the total revenue of Rs. 2506191.64. NetProfit after Tax for the year under consideration is Rs. 88105.18. Your Company hopes toincrease its presence in the business in the coming years which may increase the top lineand also its profitability.

TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves & Surplusaccount.

LIQUIDITY

Company continues to maintain sufficient funds to meet the desiredstrategic Objectives.

DIVIDEND

Your directors do not consider it desirable to recommend / declare anydividend.

• CAPITAL

During the Financial Year 2019-20 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 & 31.03.2020 there has been no change inauthorized issued subscribed and paid-up equity share Capital of the company. Authorisedshare capital as on 31.03.2020 is Rs. 40000000 divided into 4000000 Equity Shares ofRs.10/- each and the Paid-up capital stands at Rs. 34500000/-.

DIRECTORS

In accordance with the provisions of Companies Act 2013 and Articlesof Association Mr. Amit Gupta Director retires by rotation in the ensuing AGM and beingeligible offers himself for re-appointment.

• Mr. Raj Kumar Gupta was appointed as an Additional Director on30.04.2014 and subsequently on 23.08.2014 was appointed as Whole Time Director & ChiefFinancial Officer of the Company and again re-appointed in AGM held on 25.09.2019.

• Ms. Lalita Mittal is Independent Director w.e.f. 19.07.2014& is again re-appointed in AGM on 25.09.2019.

• Mr. Pankaj Aggarwal is Independent Director w.e.f. 19.07.2014 isagain re-appointed in AGM on 25.09.2019.

• Mr. Amit Gupta is Non-Independent Director w.e.f. 29.01.2015 andagain re-appointed in AGM held on 25.09.2019

KEY MANAGERIAL PERSONNEL

• Mr. Manish Sinha (ACS - 39188) joined as Company Secretary cumCompliance Officer w.e.f. 16.07.2018

• Shri Raj Kumar Gupta (DIN: 00074532) is WTD & CFO of theCompany.

MEETING OF THE BOARD

Four Meetings of the Board were held during reporting period thedetails of which are given in the CGR.

(Maximum Gap of 120 days between two consecutive Board Meetings hasbeen complied with)

LOANS GUARANTEES AND INVESTMENTS

Company has not given any Guarantee provided any Security and made anInvestment during 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 Membersare now increasingly deploying Board performance evaluation tools to identify areas ofimprovement benchmarking themselves against leading practices. Realizing the trends andchallenges the regulators around the world have mandated Board evaluations.

PUBLIC DEPOSIT

The Company has neither accepted nor renewed any Deposits during theFinancial Year 2019-20 in terms of Chapter V of the Companies Act 2013 thereforeinformation in this regard is NIL.

STATUTORY AUDITORS

To re-appoint M/s G. K. KEDIA & CO Chartered Accountants FRN -013016N as statutory auditors of the company who have confirmed their eligibility tohold office from conclusion of this AGM till the conclusion of next AGM on suchremuneration as may be fixed by the Board.

STATUTORY AUDITORS' REPORT

Auditors' Report being self-explanatory requires no Comments fromthe Directors and there are no reservations or qualifications or adverse remarks in theAudit Report in respect to FY 2019-20 and does not require/ call for any major explanationfrom the Board of Directors.

SECRETARIAL AUDITORS

Board has re-appointed M/s B. Bhushan & Co. Practicing CompanySecretary to conduct Secretarial Audit for the FY 2020-21. “Secretarial AuditReport” and “Secretarial Compliance Report" for the financial year 2019-20are annexed with Directors' Report.

There are no qualifications or reservations or other adverse remarks bySecretarial Auditors in the Reports for the FY 2019-20 and does not require/ call for anymajor explanation from the Board of Directors.

INTERNAL AUDITORS

Board has re-appointed M/s Mittal Jindal & Associates CharteredAccountants to conduct Internal Audit for FY 2020-21 COST AUDITORS

Provisions of Section 148 does not apply to the Company and hence CostAuditors need not to be appointed.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by Auditors u/s 143(12) including thosewhich are reportable to the Central Government. LISTING OF SHARES

Equity Shares of the Company are listed on BSE Ltd. Calcutta StockExchange (CSE) and Delhi Stock Exchange (DSE stands de-recognized) & Company hascomplied with the requirements of listing agreement(s) during the period under review. Allthe Quarterly & Yearly Compliances are upto-date scanned pdf files are emaileduploaded on BSE listing portal couriered by Speed-Post XBRL submissions at onlinePortal uploaded at Company's Website etc.

• Listing Fee stands paid to BSE for & upto 31.03.2021.

• Annual Custodian Fee stands paid to NSDL & CDSL.

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” ispresented in a separate section forming part of the Annual Report

SUBSIDIARIES AND JOINT VENTURES COMPANIES

During the year under review your Company does not have any subsidiary& holding companies 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 Act2013 read with rule 5(2) & 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 none of the Employee drew remuneration in excess of thelimit Set out in the said Rules.

CORPORATE GOVERNANCE

Company is committed to maintain the highest standards of corporategovernance and adhere to the corporate governance requirements set out by SEBI. CorporateGovernance is about maximizing shareholders value ethically and sustainably. We believesound corporate governance is essential criteria to enhance and retain investor'sreliance. We always seek to ensure that our performance is driven by integrity. Asrequired under Regulation 34 (3) read with Part C of Schedule V to the SEBI (LODR)Regulations 2015 Report on Corporate Governance is annexed herewith and forms part ofthis Annual Report. The requisite Certificate from the Secretarial Auditors of the Companyconfirming compliance with the conditions of corporate governance is attached to theCorporate Governance Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Board as on date consists of four members one of whom is Executive(CFO) & WTD and 2 are independent directors and 1 is non-independent director. Boardconsists of appropriate mix of executive & independent & non-independent womandirectors to maintain the independence of the Board and to separate its functions ofgovernance and management.

Policy on Directors Nomination and Remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters as required u/s 178(3) and there has been no change in the Policy.

INDEPENDENT DIRECTORS

Independent Directors of the company have met 2 times in the financialyear 2019 - 20 including for :-

(a) to review the performance of non - independent Directors and theBoard as a whole

(b) to review the performance of Board taking into account the viewsof executive and nonexecutive directors;

(c) to assess the quality quantity and timeliness of flow ofinformation between the management and the Board which is necessary for the Board toeffectively and reasonably perform their duties.

DECLARATION BY INDEPENDENT DIRECTORS

Ms. Lalita Mittal and Mr. Pankaj Aggarwal are Independent Directors onthe Board of your company. Company has received necessary declarations from eachIndependent Director u/s 149(7) and in the opinion of the Board and as confirmed by theseDirectors that both of them meets the criteria of independence laid down in Section 149(6)of the Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulations 2015.

BOARD EVALUATION

As mandated under the SEBI (LODR) Regulations 2015 the Board shallreview and monitor the Board evaluation framework. The Board evaluates various parameterssuch as decision - making relationship with stakeholders company performance andstrategy checking of Board and committee's effective working etc.

The Companies Act 2013 states that a formal annual evaluation needs tobe made by the Board of its own performance and that of its committees and directors.Schedule IV to the Companies Act 2013 states that the performance evaluation ofindependent director shall be done by entire Board excluding director being evaluated.

Evaluation of all the Directors and the Board as a whole has beenconducted. Board approved the evaluation results as collated by the “Nomination andRemuneration Committee.”

DECLARATIONS BY DIRECTORS AND THE SENIORMANAGEMENT PERSONNEL

Annual Report of the Company contains a Certificate by the CFO / CEO interms of Para D of Schedule V to the SEBI (LODR) Regulations 2015 on the declarationsreceived from the Directors and the Senior Management personnel affirming compliance withthe Code applicable to them during the year ended 31.03.2019.

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2)(f) of the SEBI (LODR) Regulations 2015 is notapplicable to the company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Code of Conduct for the Prevention of Insider Trading is in accordancewith the requirements specified in the SEBI (Prohibition of Insider Trading) Regulation2015 and the Board has adopted the same. Insider Trading Policy explains the guidelinesand procedures to be followed and disclosures to be made while dealing with the shares aswell as 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 from01.12.2015 by replacing existing Listing Agreement. Company executed New ListingAgreement(s) with BSE Ltd. and CSE Ltd. during February 2016.

OPERATIONS

Our reputation for excellence and integrity earned through theconsistent delivery of quality work and by adhering to the standard of business conductthrough principles of Corporate Governance continues to be our most valuable assets. As weposition ourselves for the future and our standard of excellence integrity andaccountability will serve us well.

Further no material events commitments and changes occurred betweenthe end of the financial year of the company to which the financial statements relate andthe date of this Report.

VIGIL MECHANISM

Company has established a Vigil Mechanism cum Whistle Blower Policy interms of Section 177 (10) of the Companies Act 2013 and also in terms of Regulation 4(2)(d) and Regulation 22 of SEBI (LODR) Regulations 2015 includes an Ethics &Compliance Task Force comprising of Senior Executives of the company. Protecteddisclosures can be made by a whistle blower through an e-mail or telephone line or aletter to the Task Force or to the Chairman of Audit Committee. Policy on vigil mechanismis available on the Company's website.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of the Companies Act 2013 relating to CSR do notmandatorily apply to your company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions if any entered by thecompany during the financial year 2019-20 with related parties were in the ordinary courseof business and on an arm's length basis. During the year the company has notentered into any significant contract / arrangement / transaction with related partieswhich could be considered material. Your Directors draw attention of the members to“Notes to the Financial Statements” (Form AOC-2) which sets out Related PartyDisclosures.

RISK MANAGEMENT POLICY

Risk Management Policy is not applicable to your company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYREGULATORS/ COURTS/ TRIBUNALS/ INCOME TAX

No significant and material Orders were passed by the regulators orcourts or tribunals or income tax dept etc. impacting the going concern status andcompany's operations.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

According to Section 134(5)(e) of the Companies Act 2013 the termInternal Financial Control (IFC) means the policies and procedures adopted by the companyfor ensuring the orderly and efficient conduct of its business including adherence tocompany's policies safeguarding of its assets prevention and detection of fraudsand errors accuracy and completeness of the accounting records and timely preparation ofreliable financial information.

Company has a well placed proper and adequate internal financialcontrol system commensurate with the size scale and complexity of its operations. Thescope and authority of the internal audit function is well defined in the Organization.The internal financial control system ensures that all assets are safeguarded andprotected and that the transactions are authorised recorded and reported correctly.Internal Auditors independently evaluate the adequacy of internal controls and audit thetransactions. Independence of the audit and compliance is ensured by timely supervision ofthe Audit Committee over Internal Audit findings. Significant audit observations andcorrective actions suggested are presented to the Audit Committee on regular basis.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013 :-

Company has adopted the Policy for prevention of Sexual Harassment ofWomen at workplace and has authorised remuneration & nomination committee forimplementation of said policy and No Complaints has been received during the financialyear.

DETAILS OF COMMISSION RECEIVED BY MD / WTD

None of the Directors have received any commission during the yearunder review.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your company had closed the business of Gems & Jewellery andstarted 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 informationregarding any change in Subsidiaries or in the nature of business carried on by them isnot applicable to the company.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIALSTATEMENTS

There are no significant/ material Events to be reported under thishead.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements u/s 134 (3)(c) of Companies Act yourDirectors confirm that:

(a) in the preparation of the annual accounts for the year ended31.03.2020 the applicable accounting standards had been followed alongwith properexplanation relating to material departures;

(b) the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs as at 31.03.2020 and of the profitand loss of the company for that year;

(c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the Directors had prepared the annual accounts on a going concernbasis; and

(e) the Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;

(f) the Directors had devised proper systems to ensure compliances withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION ANDPROTECTION FUND (IEPF)

Your company did not have any funds lying unpaid or unclaimed for aperiod of seven years therefore there were no funds which were required to betransferred to IEPF.

COMPLIANCES

Company has devised proper systems to ensure compliances of all Lawsapplicable to the company and the compliance reports are placed before the Boardconfirming compliances by the company with all applicable Laws.

SHARE TRANSFER SYSTEM

Shares lodged for physical transfer are registered within a period of15 days if the documents are clear and complete in all respects. The shares dulytransferred would be dispatched to the Shareholders upon approval of transfers. Adequatecare is taken to ensure that no transfers are pending for more than a fortnight. As bulkof the Company's shares is currently in dematerialized form the transfers areprocessed and approved in the electronic form by NSDL / CDSL through depositoryparticipants. Alankit Assignments Limited is the Share Transfer Agent for both physicaland dematerialized mode.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to this Clause are givenbelow:

A. CONSERVATION OF ENERGY

Your company did not use any significant energy during the year underreview. Your Company is conscious about its responsibility to conserve energy power andother energy sources wherever possible. We emphasis towards a safe and clean environmentand continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your company has not imported any technology for any research anddevelopment.

C. TECHNOLOGY ABSORPTION

Your company has not imported any technology; however we believe anduse information technology in all spheres of our activities to improve efficiency levels.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO.

31.03.2020 (Amt.) 31.03.2019 (Amt.)
Foreign Exchange Earnings Nil Nil
Foreign Exchange Outgo Nil Nil

CEO/CFO CERTIFICATION

In accordance with the Regulation 17 (8) read with Part B of Schedule Vto the SEBI (LODR) Regulations 2015 pertaining to corporate governance norms Mr. RajKumar Gupta Whole Time Director & CFO of the company have certified inter- alia onreview of financial statements and establishing and maintaining internal controls for thefinancial reporting for the year ended 31.03.2020. The said Certificate forms an integralpart of this Annual Report and the Certificate has been reviewed by the Audit Committeeand taken on record by the Board of Directors.

FINANCIAL STATEMENTS

Annual Report of F.Y. 2019-20 of the Company containing completeBalance Sheet Statement of Profit & Loss other Statements and Notes theretoprepared as per the requirements of Schedule III to the Companies Act 2013Directors' Report (including Management Discussion and Analysis Report and CorporateGovernance Report) etc. are being sent via Email to Shareholders who have provided theirEmail address (es) and to others the Annual Report is being sent by courier/post. Fullversion of Annual Report is also available for inspection at the registered office of thecompany during working hours upto the date of ensuing Annual General Meeting (AGM). It isalso available at the Company‘s website www.ditco.in.The Noticeof the AGM shall also be placed at the website of NSDL/CDSL. Please note that Members willbe entitled to be supplied free of cost Annual Report upon receipt of written requestfrom members.

DEMATERIALIZATION OF SHARES

As mentioned in company's earlier Annual Reports thecompany's equity shares are in compulsory Demat mode in terms of SEBI Guidelines.This has been facilitated through arrangement with NSDL and CDSL. About 98.54% ofthe issued shares of the company are already in dematerialized form. M/s AlankitAssignments Limited New Delhi is acting as the RTA for this purpose and acts as shareagency 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) of Companies (Management and Administration) Rules 2014 Extract ofAnnualReturn is Annexed herewith to Director's Report.

DISCLOSURES AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 ofthe Companies Act 2013 and Regulation 18 of SEBI (LODR) Regulations 2015 an AuditCommittee stand duly constituted/re-constituted..

Audit Committee as on March 312020 comprises of the followingDirectors:-

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
4. Mr. Manish Sinha (ACS- 39188) Company Secretary

Details of Audit Committee have been separately given in the CorporateGovernance Report. Further recommendations of Audit Committee were accepted by the Boardof Directors.

REMUNERATION AND NOMINATION COMMITTEE

In terms of Regulation 19 of SEBI (LODR) Regulations 2015 andpursuant to the provisions of Section 178(1) of the Companies Act 2013 Nomination &Remuneration Committee stands duly constituted/re-constituted.

The Nomination and Remuneration Committee as on March 312020 comprisesof the following 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
4. Mr. Manish Sinha (ACS-39188) Company Secretary

Details of Remuneration Policy and Committee arefurnished in the CGR which is annexed herewith.

SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE

In terms of Regulation 20 of SEBI (LODR) Regulations 2015 theStakeholders Relationship Committee stands duly constituted/reconstituted. Shareholders /Investors Grievance Committee as on March 312020 comprises of following Directors:-

Name of the Director Category of Director
1. Ms. Lalita Mittal Chairperson Non- Executive & Independent Director
2. Mr. Raj Kumar Gupta Member Executive & Non-Independent Director
3. Mr. Amit Gupta Member Non- Executive & Non- Independent Director
4. Mr. Manish Sinha (ACS-39188) Company Secretary

Details of Committee(s) are furnished in the Report on CorporateGovernance (CGR) which is annexed herewith.

RISK MANAGEMENT COMMITTEE : Not Applicable

E-VOTING

The Company is providing e-voting facility to all members to enablethem to cast their votes electronically on all resolutions set forth in the Notice. Thisis pursuant to Section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Rules 2014 and Regulation 44 of sEbI (LODR) Regulation2015.

The above Rule 20 of the Companies (Management and Administration)Rules 2014 have been amended on March 19 2015 to introduce a new concept of e-votingi.e. E-Voting at general meeting through an electronic voting system. To comply with therequirements of new Companies Act 2013 and to ensure good governance for its membersyour company has provided e-voting facility for its general meetings to enable its membersto participate in the voting electronically. The instruction(s) for e-voting for ensuingAGM is also provided with Notice to shareholders of this Annual Report. Company has signednecessary agreements with NSDL and CDSL to facilitate e-voting for member(s).

APPRECIATION

Your Directors wish to express their sincere appreciation to its valuedClients Bankers various Regulators Departments & Agencies and Employees of thecompany etc for their continued valued support guidance & co-operation.

By Order of the Board of Directors
DECOROUS INVESTMENT & TRADING CO. LTD.
Raj Kumar Gupta - DIN: 00074532
Place : New Delhi WTD & CFO
Dated: 11.08.2020 B-15 Panchsheel Garden
Naveen Shahadara Delhi- 110032

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