DIRECTOR'S REPORT Dear Stakeholders, Your Directors present herewith the 32nd Annual Report for the year ended 31.03.2015. FINANCIAL HIGHLIGHTS During the year under review your Company diversified into the business of Gems & Jewellery and purchase & sale of commodities, bullion, etc. Company has earned the total revenue of Rs. 103,549,863/- Net Profit after Tax for the year under consideration is Rs. 1,438,203/-. Your Company hopes to increase its presence in the business in the coming years, which may increase the top line and also its profitability. DIVIDEND In view of the requirement of funds for the expansion, your Directors do not consider it desirable to recommend any dividend in the current year. SHARE CAPITAL Authorised share capital as on 31.03.2015 is Rs. 4,00,00,000 divided into 40,00,000 Equity Shares of Rs. 10/- each and the Paid-up capital stands at Rs. 3,45,00,000/-. The Members in their meeting held on 29th September, 2014 had approved / resolved to create, issue & allot Upto 36,00,000 (Thirty Six lacs only) Equity Shares of face value of Rs. 10/- (Rupees Ten) shares on Preferential basis to the non-promoters to finance the business activities of the Company. During the year your company had raised the funds by Allotment of only 34,50,000 equity shares of Rs. 10/- each, out of the 36,00,000 shares, on preferential basis to non promoters to finance the business activities of the company. DIRECTORS AND KEY MANAGERIAL PERSON In accordance with the requirements of the Companies Act, 2013 and the Articles of Association, Mr. Prabindra Nath Baidya, Director of the Company, who retires by rotation and shown his willingness for Re-appointment. In accordance with the section 196,197 read with Schedule V of Companies Act, 2013 Mr. Raj Kumar Gupta has been appointed as Whole Time Director & Chief Financial Officer of the Company on 23.8.2014. Ms. Lalita Mittal was appointed as Independent Director w.e.f. 19.07.2014. Mr. Pankaj Aggarwal was also appointed as Independent Director w.e.f. 19.07.2014. The Resignation of Shri Navin Nischal Prasad was accepted w.e.f. 01.08.2014. The Resignation of Shri Dhirendra Singh Bhandari was accepted w.e.f. 12.01.2015. Mr. Amit Gupta was appointed as Additional Director w.e.f. 29.01.2015. And Mr. Mohit Kumar (ACS-38142) was appointed as Company Secretary cum Compliance Officer of the Company on 29.01.2015. DIRECTORS'RESPONSIBILITY STATEMENT Pursuant to the requirements under the provisions of the Companies Act regarding the Directors' Responsibility Statement, it is hereby confirmed that: i. In the preparation of annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31st 2015 and of the profit or loss of the Company for that period. iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. iv. The Directors have prepared the annual accounts on a going concern basis. v The director have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively: and vi. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. PARTICULARS OF EMPLOYEES During the year under review, company does not have any employee who falls in this Clause. LOANS, GUARANTEES AND INVESTMENTS The company has not given any Loan, Guarantee, provided any Security and made an Investment during the reporting period as specified under section 186 of Companies Act, 2013. PERFORMANCE EVALUATION OF BOARD MEMBERS With a view to improving performance and effectiveness, progressive, Board Members are now increasingly deploying board performance evaluation tools to identify areas of improvement benchmarking themselves against leading practices. Realizing the trends and challenges, the regulators around the world have mandated board evaluations. PUBLIC DEPOSIT During the year under review, your company has not invited any fixed deposits from the Public and has not accepted fixed deposits and nothing is outstanding. STATUTORY AUDITORS To re-appoint M/s MOHAN & MOHAN, Chartered Accountants, FRN - 002612N, as statutory auditors of the company to hold office from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting. "RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions if any of the Companies Act 2013 or Rules made thereunder, M/s MOHAN & MOHAN, Chartered Accountants, FRN - 002612N be and is hereby re-appointed as the Statutory Auditors of the company to hold the office from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting. RESOLVED FURTHERTHAT Board of Directors be and is hereby authorised to fix their remuneration and to do all such acts & deeds as may be necessary in this regards." AUDITORS'REPORT Auditors Report in respect of the Financial Statements of 31.03.2015 is self Explanatory and does not warrant any further comments/ explanation from the Board of Directors. SECRETARIAL AUDITOR The Board has appointed M/s B. Bhushan & Co., Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year2014-15. The Secretarial Audit Report for the financial year 2014-15 is annexed with Directors' Report. Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. LISTING OF SHARES Equity Shares of the Company are listed on Delhi Stock Exchange Limited (de-recognized by SEBI w.e.f. 19.11.2014) & Calcutta Stock Exchanges Limited. Company has complied with the requirement of Listing Agreements during the period of review. Listing Fee stands paid to CSE for & upto-date (2015-16). Company has also filed an Application to get all of its Shares Listed with Trading approvals to Bombay Stock Exchange Ltd and the necessary required compliances & submissions & fee payments have been made. ALTERATION OF MOA&AOA Company added / altered/ changed its Main Objects clause in the Memorandum of Association in order to bring the Memorandum of Association and Articles of Association in conformity with the provisions of the Companies Act, 2013 and to enlarge its area of business operations. The Board of Directors have decided to add dealing in the Gems & Jewellery, bullion & Commodities, etc., to the main objects clause of the Memorandum of Association. Company altered the Articles of Association and adopted New Set of Articles of Association based on Table 'F' of the Companies Act, 2013. Company has also received "Certificate of Registration of the Special Resolution Confirming Alteration of Object Clause(s)" dated 17.11.2014fromRegistrarof Companies, Shillong. SHIFTING OF REGISTERED OFFICE Registered office of the Company is presently situated in Guwahati, Assam and Corporate Office is in Delhi. Most of the shareholders of the Company, business dealings & activities of the Company take place in Delhi. Further Company is into the business(es) of Gems & Jewellery, Bullion & Commodities, etc., therefore it has been thought fit to shift the registered office of the Company from the State of Assam to Delhi for the purpose of administrative convenience, expansion, diversification, economy, etc. For aforesaid purpose a petition has already been filed to Regional Director, Shillog, for shifting of Registered office. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO. Information required to be given pursuant to this Clause are given below: A. CONSERVATION OF ENERGY The company did not use any energy during the year under review. Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines. B. RESEARCH & DEVELOPMENT Your Company has not imported any technology for any research and development. C. TECHNOLOGY ABSORPTION Your Company has not imported any technology; however, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels. DISCLOSURES AUDIT COMMITTEE Composition of Audit Committee: Sr. No. Name of the Director Category of Director 1. Mr. PankajAggarwal Chairman, Non- Executive & Independent Director 2. Mr. Raj Kumar Gupta Executive & Non-Independent Director 3. Ms. Lalita Mittal Non- Executive & Independent Director REMUNERATION AND NOMINATION COMMITTEE Composition of Remuneration and Nomination Committee : Sr. No. Name of the Director Category of Director 1. Mr. Pankaj Aggarwal Chairman, Non- Executive & Independent Director 2. Ms. Lalita Mittal Non- Executive & Independent Director 3. Mr. Raj Kumar Gupta Executive & Non- Independent Director SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE Composition of Shareholders / Investors Grievance Committee : Sr. No. Name of the Director Category of Director 1. Mr. Raj Kumar Gupta Chairman, Executive & Non- Independent Director 2. Ms. Lalita Mittal Non- Executive & Independent Director 3. Mr. P. N. Baidya Non- Executive & Non- Independent Director EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith Board Report APPRECIATION Your Directors wish to place on record their deep thanks and gratitude to; a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company as well as Stock Exchanges & Other Institutions for their co-operation and continued support. b) The Shareholders & Others for the trust and confidence reposed and to the Customers fortheir valued patronage. c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year. By Order of the Board of Directors For DECOROUS INVESTMENT&TRADINGCO. LTD. Raj Kumar Gupta - DIN: 00074532 Whole Time Directors CFO 1/11682, Panchsheel Park, New Delhi-110032 Place: New Delhi Dated: 31.07.2015 |