| Dear Members,
The Directors present herewith the 32nd Annual Report for the year
ended 31.03.2015.
FINANCIAL RESULTS
(In Rupees)
Particulars For the Year For the Year
Ended 31.03.2015 Ended 31.03.2014
Income from Operations - 494,190
Sale of Jewellery 102,988,835 -
Surplus on purchase/sale of Bullion 243,249 -
Commodities, etc.
Other Income 317,779 12,285
Total Income 103,549,863 506,475
Total Expenditure 101,564,115 32,116
Profit/(Loss) before tax 1,985,748 474,359
Provision for Tax 547,544 88,315
Net Profit/(Loss) 1,438,203 386,044
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.
MEETING OF THE BOARD
The followings meeting were held during reporting period BOARD MEETINGS
DATES:-
S. NO DATE ON WHICH S.NO DATE ON WHICH
MEETING HELD MEETING HELD
1. 11.04.2014 12. 23.08.2014
2. 23.04.2014 13. 30.08.2014
3. 30.04.2014 14. 26.09.2014
4. 26.05.2014 15. 20.10.2014
5. 30.05.2014 16. 29.10.2014
6. 30.06.2014 17. 08.12.2014
7. 01.07.2014 18. 12.01.2015
8. 11.07.2014 19. 29.01.2015
9. 15.07.2014 20. 19.03.2015
10. 19.07.2014 21. 30.03.2015
11. 01.08.2014
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 Confiriming 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.
D. FOREIGN EXCHANGE EARNINGS AND OUTGO.
Details of Foreign Exchange, Earnings & Outgo are given as below:-
31.03.2015 (Amt.) 31.03.2014 (Amt.)
Foreign Exchange earning Nil Nil
Foreign Exchange outgoing Nil Nil
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 for their 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&TRADING CO. LTD.
Place: New Delhi
Dated: 31.07.2015 Raj Kumar Gupta - DIN: 00074532
Whole Time Director & CFO
1/11682, Panchsheel Park,
New Delhi-110032
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