Dear Stakeholders,
Your Directors have pleasure to present herewith the 41st Annual Report for the year
ended 31.03.2024.
FINANCIAL RESULTS (in Ru pees)
| Particulars |
For the Year ended 31.03.2024 |
For the Year ended 31.03.2023 |
| Revenue from Operations |
33,75,180.00 |
20,57,940.00 |
| Other Income / Receipts |
21,64,600.00 |
19,16,990.00 |
| Total Income |
55,39,780.00 |
39,74,930.00 |
| Total Expenditure |
36,15,090.00 |
26,57,670.00 |
| Exceptional Items |
0.00 |
0.00 |
| Profit / (Loss) before Tax |
19,24,690.00 |
13,26,280.00 |
| Provision for Tax |
4,86,190.00 |
3,45,100.00 |
| Net Profit / (Loss) |
14,38,500.00 |
9,81,180.00 |
FINANCIAL HIGHLIGHTS
During the previous years under review your company was carrying-out the business
activities relating to real estate, commission, agents, brokers, gems & jewellery,
consultancy, trading/ service providers, etc., as per the Objects as contained in MOA.
Company has received the total revenue of Rs. 55,39,780.00. Net Profit after Tax for the
year under consideration is Rs. 14,38,500.00. Your Company hopes to increase its presence
in the business in the coming years, which may increase the top line and also its
profitability.
TRANSFER TO RESERVES
No amount is proposed to be transferred to the Reserves & Surplus account.
LIQUIDITY
Company continues to maintain sufficient funds to meet the desired strategic
Objectives.
DIVIDEND
Your directors do not consider it desirable to recommend/ declare any dividend.
CAPITAL
During the Financial Year 2023-24, 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 31.03.2024 there has been no change in authorized, issued, subscribed and
paid-up equity share Capital of the company. Authorised share capital as on 31.03.2024 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/-.
DIRECTORS
In accordance with the provisions of Companies Act, 2013 and Articles of Association,
Mr. Amit Gupta, Director, retires by rotation in the ensuing AGM and being eligible,
offers himself for re-appointment.
• Mr. Raj Kumar Gupta was appointed as an Additional Director on 30.04.2014 and
subsequently on 23.08.2014 was appointed as Whole Time Director & Chief Financial
Officer of the Company and again re-appointed in AGM held on 25.09.2019.
• Ms. Lalita Mittal, an Independent Director w.e.f. 19.07.2014 & again
re-appointed in AGM on 25.09.2019 and who ceases to be a director on 20.09.2023 due to
demise.
• Mr. Pankaj Aggarwal, an Independent Director w.e.f. 19.07.2014 & again
re-appointed in AGM on 25.09.2019 and he ceases to be a Director, upon his resignation on
17.05.2024.
• Mr. Amit Gupta is Non- Independent Director w.e.f. 29.01.2015 and again
re-appointed in AGM held on 25.09.2019.
During year under review, on the recommendation received from Nomination &
Remuneration Committee, Board had appointed Mr. Rishav Gautam (DIN:07566817) as Additional
Director (Non-Executive & Independent Director) with effect from 21.05.2024 and who
hold office upto the date of forthcoming 41* Annual General Meeting. Mr. Rishav Gautam is
eligible to be appointed as Director. It is proposed to appoint Mr. Rishav Gautam as an
Independent Director, not liable to retire by rotation, upto a period of five (5)
consecutive years w.e.f. 21.05.2024.
During year under review, on recommendation received from Nomination & Remuneration
Committee, Board had appointed Mr. Jitendra Kumar(DIN:06614727) as Additional Director
(Non-Executive & Independent Director) with effect from 21.05.2024 and who hold office
upto the date of the forthcoming 41* Annual General Meeting. Mr. Jitendra Kumar is
eligible to be appointed as Director. It is proposed to appoint Mr. Jitendra Kumar as an
Independent Director, not liable to retire by rotation, upto a period of five (5)
consecutive years w.e.f. 21.05.2024.
During year under review, on recommendation received from Nomination & Remuneration
Committee, Board had appointed Ms. Neha Sarpal(DIN: 07139305) as Additional Woman Director
(Non-Executive & Independent Director) with effect from 09.11.2023 and who hold office
upto the date of the forthcoming 41* Annual General Meeting. Ms. Neha Sarpal is eligible
to be appointed as Director. It is proposed to appoint Ms. Neha Sarpal as an Woman
Independent Director, not liable to retire by rotation, upto a period of five (5)
consecutive years w.e.f. 09.11.2023.
Brief Profile(s) of these Director(s) are given in Notice of forthcoming 41* Annual
General Meeting. The above appointment(s) and re-appointment(s) form a part of Notice of
ensuing Annual General Meeting and Resolution(s) are recommended for Members' approval.
Company has received Declarations from Independent Directors of Company confirming that
they continue to meet the criteria of independence, as prescribed under applicable
provisions of Companies Act and Listing Regulations. Independent Directors have also
confirmed that they have complied with the Code of Conduct of Company and that they have
registered themselves as an Independent Director(s) in the data bank maintained with the
Indian Institute of Corporate Affairs. The appointment/ re-appointment is based on
performance evaluation carried out by Board of Directors in accordance with the provisions
of Companies Act, 2013 & Listing Regulations.
KEY MANAGERIAL PERSONNEL
• Mrs. Preetika Mishra (ACS - 32490) has joined as Company Secretary cum
Compliance Officer w.e.f. 07.02.2022.
• Shri Raj Kumar Gupta (DIN:00074532) is WTD & CFO of the Company.
MEETING OF THE BOARD
Four Meetings of Board were held during reporting period, details of which are given in
CGR. (Maximum Gap of 120 days between two consecutive Board Meetings has been complied
with)
LOANS, GUARANTEES AND INVESTMENTS
Pursuant to Section-186 of Companies Act, 2013 and Schedule V of SEBI (Listing
Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations"
),Company neither has, directly nor indirectly, given any loan to its Directors nor
extended any guarantee or provide any security in connection with any loan taken by them.
PERFORMANCE EVALUATION OF BOARD MEMBERS
With a view to improve performance and effectiveness, Board Members are now
increasingly deploying Board performance evaluation tools to identify areas of improvement
benchmarking themselves against leading practices. PUBLIC DEPOSIT
Company has neither accepted nor renewed any Deposits during FY 2023-24 in terms of
Chapter V of the Companies Act, 2013; therefore, information in this regard is NIL.
SECRETARIAL AUDITORS
Board has re-appointed M/s B. Bhushan & Co., Practicing Company Secretary, to
conduct Secretarial Audit for FY 202425. Secretarial Audit Report and Secretarial
Compliance Report for the FY 2023-24 is annexed with Directors' Report. There are no major
serious qualifications or reservations or other adverse remarks by Secretarial Auditors in
Report for FY 2023-24 except as stated in Secretarial Audit Report & Secretarial
Compliance Report and are self explanatory and does not require/ call for anyfurther
explanation from Board of Directors and same are under process of compliances.
INTERNAL AUDITORS
Internal Audit Report of FY 2023-24 does not contain any major serious adverse remarks
except as stated in I nternal Audit Report and are self explanatory and does not require/
call for any further explanation from Board of Directors and same are under process of
compliances.
Board has re-appointed M/s Mittal Jindal & Associates, Chartered Accountants, to
conduct Internal Audit of FY 2024-25 under Section 138 of the Companies Act, 2013.
STATUTORY AUDITORS
To re- appoint M/s G.K. KEDIA & CO, Chartered Accountants, FRN-013016N, as
statutory auditors of company, who have confirmed their eligibility, to hold office from
conclusion of this AGM till conclusion of next AGM on such remuneration as may be fixed by
Board.
STATUTORY AUDITORS' REPORT
Auditors' Report dated 21.05.2024, being self-explanatory, requires no Comments from
the Directors and there are no major serious reservations or qualifications or adverse
remarks in Audit Report in respect to FY 2023-24, except as stated by Secretarial Auditors
and does not require/ call for any further explanation from Board of Directors and are
under process of compliances.
COST AUDITORS
Provisions of Section 148 do not apply to Company and hence, Cost Auditors need not to
be appointed.
FRAUDS REPORTED BY AUDITORS
There are no frauds reported by Auditors u/s 143(12) including those which are
reportable to the Central Government. LISTING OF SHARES
Equity Shares of Company are Listed on BSE Ltd., Calcutta Stock Exchange (CSE) and
Delhi Stock Exchange (DSE stands de-recognized) & Company has complied with the
requirements of listing agreement(s) during period under review. All Quarterly &
Yearly Compliances are upto-date, scanned pdf files are emailed, uploaded on BSE listing
portal, couriered by Speed-Post, xBrL submissions at Online Portal, uploaded at Company's
Website, etc.
• Listing Fee stands paid to BSE for & upto 31.03.2025.
• Annual Custodial Fee stands paid to NSDL & CDSL as per Bills recd.
VOLUNTARY DELISTING OF EQUITY SHARES FROM CALCUTTA STOCK EXCHANGE LTD.
This Notice is issued in compliance with Regulation 6,7 and other applicable
regulations, if any, of the Securities & Exchange Board of India (Delisting of Equity
Shares) Regulations 2009 (herein after referred as ‘Delisting regulations') to Equity
Shareholders of "Decorous Investment & Trading Company Limited"
(PAN:AAACD0851F)(herein after referred as ‘Company') in respect of voluntary
delisting of 34,50,000 Equity Shares of the face value of Rs. 10/- each, of Company from
The Calcutta Stock Exchange Limited (CSE). At present, the Shares of Company are listed on
CSE and BSE Ltd. The Board of Directors at its Meeting held on 09.11.2020, 08.11.2021 and
subsequently also including on 07.02.2022, has approved voluntary delisting of 34,50,000
Equity Shares of the face value of Rs. 10/- each, from CSE in accordance with the
Delisting Regulations and have communicated the same to CSE Listing Department.
Considering CSE had seen a halt/suspension in its trading activity since 2013, after the
capital market regulator, Securities and Exchange Board of India(SEBI), had barred trading
at C-Star(the online platform of CSE), for non-compliance of clearing and settlement
norms. "It is status quo for CSE". CSE's own trading platform has been shut
since 2013 following SEBI's Directives and also CSE have been asked to exit by SEBI but
the matter is subjudice before Calcutta High Court while other 13 regional stock exchanges
have closed under the exit policy of SEBI.
Company has mailed various communications (Email + Speed Post) to CSE in respect of
De-listing of shares dated 09.03.2024, 19.03.2024, 26.03.2024 & 26.04.2024 & the
matter is under follow-up process. However, the equity shares of the company shall
continue to remain listed on BSE Ltd., which is a recognized Stock Exchange and is having
nation-wide trading terminal as per Delisting regulations.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
In terms of provisions of Regulation 34 of SEBI (LODR) Regulations, 2015,
"Management's Discussion and Analysis Report" is presented in a separate section
forming part of Annual Report.
SUBSIDIARIES AND JOINT VENTURES COMPANIES
During year, your Company does not have any subsidiary & holding companies and no
type of joint-venture, merger or amalgamation.
PARTICULARS OF EMPLOYEES
In terms of provisions of the section 197(2) of the Companies Act, 2013 read with rule
5(2) & 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, none of Employee drew remuneration in excess of limit Set out in the said
Rules.
CORPORATE GOVERNANCE
CGR is not legally applicable to the Compnay, however, Company is committed to maintain
highest standards of corporate governance and adhere to the corporate governance
requirements set out by SEBI. Corporate Governance is about maximizing shareholders value
ethically and sustainably. We believe sound corporate governance is essential criteria to
enhance and retain investor's reliance. We always seek to ensure that our performance is
driven by integrity. As required 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 of this Annual Report. The requisite Certificate from the Secretarial Auditors
of the Company confirming compliances with conditions of corporate governance is attached
to the Corporate Governance Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Board consists of five members, one of whom is Executive (CFO) and WTD, 3 are
independent directors and 1 is nonindependent director. Board consists of appropriate mix
of executive & independent & non-independent & woman directors to maintain the
independence of the Board and to separate its functions of governance and management.
Policy on Directors Nomination and Remuneration, including criteria for determining
qualifications, positive attributes, independence of a director and other matters, as
required u/s 178(3) and there has been no change in the Policy. INDEPENDENT DIRECTORS
Independent Directors have additionally met 2 times in F. Y 2023-24 :
(a) To review the performance of non-independent Directors and Board as a whole,
(b) To review the performance of Board, taking into account views of executive and non
executive directors;
(c) To assess the quality, quantity and timeliness of flow of information between the
management and the Board which is necessary for the Board to effectively and reasonably
perform their duties.
DECLARATION BY INDEPENDENT DIRECTORS
Ms. Neha Sarpal, Mr. Jitendra Kumar & Mr. Rishav Gautam are Independent Directors
on the Board of your company. Company has received necessary declarations from each
Independent Director u/s 149(7), and in the opinion of the Board and as confirmed by these
Directors that all 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 reviews and monitors the
Board evaluation framework. The Board evaluates various parameters such as
decision-making, relationship with stakeholders, company performance and strategy,
checking of Board and Committee's effective working, etc.
The Companies Act, 2013 states that a formal annual evaluation needs to be 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 of independent director shall
be done by entire Board, excluding director being evaluated.
Evaluation of all the directors and the Board as a whole has been conducted and Board
approved the evaluation results as collated by the "Nomination and Remuneration
Committee."
The Board has evaluated the effectiveness of its functioning and that of the Committees
and of individual Directors by seeking inputs on various aspects of Board/Committee
Governance and considered and discussed in details the inputs received from the Directors.
DECLARATIONS BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL
Annual Report of the Company contains a Certificate by the CFO / CEO in terms of Para D
of Schedule V to the SEBI(LODR) Regulations, 2015 on the declarations received from the
Directors and the Senior Management personnel affirming compliance with the Code as
applicable to them during the year ended 31.03.2024.
BUSINESS RESPONSIBILITY REPORT
As per Regulation 34(2)(f) of SEBI (LODR) Regulations, the top 1000 listed entities
based on market capitalization (calculated as on 31 March of every financial year), shall,
in their annual report, include a business responsibility report describing the
initiatives taken by them from an environmental, social and governance perspective.
Therefore, Regulation 34(2)(f) of SEBI(LODR) Regulations,2015 is not applicable.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
Code of Conduct for the Prevention of Insider Trading is in accordance with the
requirements specified in the SEBI (Prohibition of Insider Trading) Regulation, 2015 and
the Board has adopted the same. Insider Trading Policy explains the guidelines and
procedures to be followed and disclosures to be made while dealing with the shares as well
as the consequences of violation of norms. Insider Trading Policy is available on the
website of company.
UNIFORM LISTING AGREEMENT
SEBI issued SEBI (LODR) Regulations, 2015 which became effective from 01.12.2015 by
replacing existing Listing Agreement. Company executed New Listing Agreement(s) with BSE
Ltd. and CSE Ltd. during February 2016.
WAIVER APPLICATION TO BSE LTD.
BSE levied a Fine of Rs. 3,12,700/- vide communication dated 14.12.2023 for non-
submission of Related Party Transaction in XBRL Mode under Reg. 23(9) for the period ended
September 30, 2023 [Fines as per SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated
July 11,2023 (Chapter-VII(A)-Penal Action for Non- Compliance)]
Company has submitted Complete & Proper Replies, from time to time in response to
each e-mail from BSE, stating that Company has fully complied with the legal Requirements
& the requirements of Reg.15(2) & Reg. 23(9) of SEBI (LODR) are not applicable to
company during the period under review. Waiver Application dated 04.05.2024 has been
submitted & company is contesting the said allegation levied by BSE and the matter is
under process.
OPERATIONS
Our reputation for excellence and integrity earned through the consistent delivery of
quality work and by adhering to the standard of business conduct through principles of
Corporate Governance continues to be our most valuable assets. As we position ourselves
for the future and our standard of excellence, integrity and accountability will serve us
well.
Further, no material events, commitments and changes occurred between the end of the
financial year to which the financial statements relate and till date of this Report.
VIGIL MECHANISM
Company has established a Vigil Mechanism cum Whistle Blower Policy in terms 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 or to
the Chairman of Audit Committee. Policy on vigil mechanism is available on the Company's
website and also the company has complied with the provisions relating to the constitution
of Internal Complaints Committee under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act 2013.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of Companies Act, 2013 relating to CSR do not mandatorily apply to your
company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions, if any, entered by the company during the
financial year 2023-24 with related parties were in the ordinary normal course of business
and on an "arm's length basis". During the year, the company has not entered
into any contract/arrangement/transaction with related parties which could be considered
material Except salary to WTD & CFO and Company Secretary as well as rent for Regd.
Office.
Your Directors draw attention of the members to "Notes to the Financial
Statements"
Form AOC-2 which sets out Related Party Disclosures.
RISK MANAGEMENT POLICY
Risk Management Policy is Not Applicable to your company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS/ INCOME TAX
No significant and material Orders were passed by the regulators or courts or tribunals
or income tax dept, etc. impacting the ongoing concern status and company's operations.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
According to Section 134(5)(e)of the Companies Act, 2013 the term Internal Financial
Control (IFC) means the policies and procedures adopted by the company for ensuring the
orderly and efficient conduct of its business, including adherence to company's policies,
safeguarding its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial
information.
Company has a proper and adequate internal financial control system, commensurate with
the size & scale of its operations. The scope and authority of the internal Audit
function is well defined in the Organization. The internal financial control system
ensures that all assets are safeguarded and protected and that the transactions are
authorised, recorded and reported correctly. Internal Auditors independently evaluate the
adequacy of internal controls and audit the transactions.
Independence of audit and compliance is ensured by timely supervision of the Audit
Committee over Internal Audit findings. Significant audit observations and corrective
actions suggested, if any, are presented to Audit Committee on regularly basis.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Company has adopted the Policy for prevention of Sexual Harassment of Women at
workplace and has set up Committee for implementation of said policy and No Complaints has
been received during the financial year.
DETAILS OF COMMISSION RECEIVED BY MD/ WTD
None of the Directors have received any commission during the year under review.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no significant/ material events to be reported under this head.
CHANGES HAPPENING DURING THE FINANCIAL YEAR
There are no major / material changes and is carrying out the business of Real Estate,
agents, brokers, consultancy, commission, distribution, trading/purchase & sale of
commodities & bullion, Service providers, gems & jewellery, etc. for which proper
records have been maintained.
Further, the company has no Subsidiary and therefore information regarding any change
in Subsidiaries or in the nature of business carried on by them is not applicable to the
company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements Section 134(3)(c)of Companies Act, your Directors confirm
that:
(a) In the preparation of the annual accounts for the year ended 31.03.2024, the
applicable accounting standards had been followed along with proper explanation relating
to material departures;
(b) The Directors had selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs as at 31.03.2024 and of the profit and loss of the
company for that period;
(c) 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;
(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 the
company and that such internal financial controls are adequate and were operating
effectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Your company did not have any funds lying unpaid or unclaimed for a period of seven
years, therefore, there were no funds which were required to be transferred to IEPF.
COMPLIANCES
Company has devised proper systems to ensure compliances of Laws.
SHARE TRANSFER SYSTEM
Shares lodged for physical transfer are registered within a period of 15 days, if the
documents are clear and complete in all respects. The shares duly transferred would be
dispatched to the Shareholders upon approval of transfers. Adequate care is taken to
ensure that, no transfers are pending for more than a fortnight. As bulk of the Company's
shares is currently in dematerialized form, the transfers are processed and approved in
the electronic form by NSDL / CDSL through depository participants. Alankit Assignments
Limited is the Share Transfer Agent for both physical and dematerialized mode.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO.
Information required to be given pursuant to this Clause are given below:
A. CONSERVATION OF ENERGY
Company did not use any significant energy during the year under review. 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
Company has not imported any technology for any research and development.
C. TECHNOLOGY ABSORPTION
Company has not imported any technology; however, we believe and use information
technology extensively in all spheres of our activities to improve efficiency levels.
D. FOREIGN EXCHANGE EARNINGS AND OUTGO
|
31.03.2024 |
31.03.2023 |
|
(Amt.) |
(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 V to the SEBI
(LODR) Regulations, 2015 pertaining to corporate governance norms, Mr. Raj Kumar Gupta
(DIN:00074532),WTD & CFO of the company, have certified, inter- alia, on review of
financial statements and establishing and maintaining internal controls for the financial
reporting for the year ended 31.03.2024. The said Certificate forms an integral part of
this Annual Report and the Certificate has been reviewed by the Audit Committee and take
non record by the Board of Directors.
FINANCIAL STATEMENTS
Annual Report of F. Y. 2023-24 of Company containing complete Balance Sheet, Statement
of Profit & Loss, other Statements and Notes thereto, prepared as per the requirements
of Schedule III to the Companies Act, 2013, Directors' Report (including Management
Discussion and Analysis Report and Corporate Governance Report),Etc. are being sent via
email to all shareholders who have provided their Email address(es) and to Others also
Full version of Annual Report is also available for inspection at registered office of
company during working hours upto the date of ensuing AGM. It is also available at
Company‘s website www.ditco.in.
NOTICE of AGM & Annual Report shall also be placed at the website of NSDL/CDSL.
Please note that Members will be supplied, free of cost, Annual Report, upon receipt of
written request.
DEMATERIALIZATION OF SHARES
As mentioned in company's earlier Annual Reports, company'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% of the issued shares of the company are
already in dematerialized form. M/s Alankit Assignments Limited, New Delhi, is acting as
the RTA for this purpose and acts as share agent 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 of Annual Return is Annexed
herewith to Director's Report.
DISCLOSURES AUDIT COMMITTEE
Your Directors wish to inform that in Compliance with Section 177 of Companies Act,
2013 and Regulation 18 of SEBI (LODR) Regulations, 2015, an Audit Committee is duly
constituted/re-constituted
Audit Committee comprises of following Directors:-
| Sr.No. Name of the Director |
Category of Director |
| 1. Mr. Rishav Gautam |
Chairman, Non-Executive & Independent Director |
| 2. Mr. Raj Kumar Gupta |
Member, Executive & Non- Independent Director |
| 3. Ms. Neha Sarpal |
Member, Non-Executive & Independent Director |
| 4. Mrs. Preetika Mishra (ACS-32490) |
Company Secretary |
Details of Audit Committee have been separately given in Corporate Governance Report.
Further, recommendations of Audit Committee were accepted by Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE
In terms of Regulation 19 of SEBI (LODR) Regulations, 2015 and pursuant to provisions
of Section 178(1) of the Companies Act, 2013, Nomination & Remuneration Committee is
duly constituted/ re-constituted.
Nomination and Remuneration Committee comprises of following Directors:-
REMUNERATION AND NOMINATION COMMITTEE
| Sr. No. Name of the Director |
Category of Director |
| 1. Mr. Jitendra Kumar |
Chairman, Non- Executive & Independent Director |
| 2. Ms. Neha Sarpal |
Member, Non-Executive & Independent Director |
| 3. Mr. Amit Gupta |
Member, Non-Executive & Non-Independent Director |
| 4. Mrs. Preetika Mishra (ACS-32490) |
Company Secretary |
Details of Nomination & Remuneration Policy and Committee are furnished in the CGR,
which is annexed herewith.
SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE
In terms of Regulation 20 of SEBI (LODR) Regulations, 2015, the Stakeholders
Relationship Committee is duly constituted/ re-constituted.
Shareholders /Investors Grievance Committee comprises of following Directors:-
| Sr. No. Name of the Director |
Category of Director |
| 1. Ms. Neha Sarpal |
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. Mrs. Preetika Mishra (ACS-32490) |
Company Secretary |
Details of Committee are furnished in the Report on Corporate Governance. RISK
MANAGEMENT COMMITTEE: Not Applicable
E-VOTING
Company is providing E-voting facility to all members to enable them to cast their
votes electronically on all Resolutions set forth in the Notice. This is 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) Regulation 2015.
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-voting i.e. E-Voting at
general meeting through an electronic voting system. To comply with the requirements of
new Companies Act, 2013 and to ensure good governance for its members, your company has
provided e-voting facility for its general meetings to enable its members to participate
in the voting electronically. The instruction(s) for e-voting for ensuing AGM is also
provided with Notice to shareholders of this Annual Report. Company has signed necessary
agreements with NSDL and CDSL to facilitate e-voting for member(s).
APPRECIATION
Your Directors wish to express their sincere appreciation to its valued Clients,
Bankers, various Departments & Agencies and Employees of the company for their
continued valued support, guidance & co-operation.
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By Order of the Board of Directors DECOROUS INVESTMENT & TRADING
CO. LTD. |
Place : New Delhi |
Raj Kumar Gupta - DIN: 00074532
WTD & CFO |
Dated : 10.08.2024 |
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