DB (International) Stock Brokers Ltd Directors Report.

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1. FinancialResults FinancialResults .1 the financial results of as During are Company the year your under of your Company are as follows: results review,financial the financial the review, results under of your year Company the During are as follows:

Consolidated

Standalone

Particular* Year ended March 31. 2020 Year ended March 31. 2010 Year ended March 31/ 2020 Year ended March 31, 2010
Crocs receipts 1056.76 107.26 075.72 106.84
Profit before tax 300.74 (378.14) 382 23 (375.45)
Prcvlston for tax 26.06 1.06 20.23 (0.10)
Serened tax ilabltty/raasets) 00.54 (110.00) 08.70 (118.25)
Profit before share of 265.12 (260.11) 200.30 (257.01)
Share off profit m assert ate 0.00 0.03 0.00 0.00
Profit after tax 265.12 (260.11) 200.30 (257.01)
Broupm forward from previous year 2128.21 2387.44 2133.03 2300.05
Appropriate ccs:
Other comprchcnsvc income: Re measurement of post employment benefit ottlQaticos (nee of tax) 2.31 0.68 2.31 0.68
Balance transferred to chance sheet 2305.64 2128.21 2345.53 2133.03
famines per eijjty share :oas :( 0.76 (0.74) 0.60 (0.73)

incomebe The will exceptcompany therethehowever does above;not above; howeverarn income thethereexcept except willincome bethe takenabove; arnthe not however bestdoes company there will The be be taken the best in future.effortsto to generate more incomein in future .future .. in income more generate to efforts

2. STATE OF COMPANYS AFFAIRS AND OPERATIONS

The total revenue of your Company for the financial year 2019-20 is 975.72 as compare to

196.84 for the previous financial year 2018-2019. The Net Profit before tax stood at

328.23 as against loss of 375.45 in the previous year. The profit after tax is increase to

209.30 as against loss of (257.01) in the previous year.

3. DIVIDEND AND TRANSFER TO RESERVES

During the year under review, the Company has not earned much profit and hence your Director proposes to plough back the profits in the business of the Company. Accordingly, the Board of Directors has not recommended any dividend for the financial year 2019-20 and there has been no transfer to General Reserve.

4. UNCLAIMEDDIVIDEND

As per provisions of Section 124 of the Companies Act, 2013 the amount of unclaimed dividend outstanding for more than seven years are not due to be transferred to IEPF A/c this year

5. CAPITAL STRUCTURE Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2020 was 10,00,00,000/-.

Paid up Share Capital

The Paid-up share capital as at March 31, 2020 stands at 7,00,00,000/-comprising of 3,50,00,000 equity shares of 2/- each fully paid up.

6. DEPOSITS

During the year under review, the company has neither invited nor accepted any deposit from public.

7. CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange Inflow or Outflow during the year under review.

10. RISK MANAGEMENT POLICY

The Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the Board, the risk assessment and management measures. The details of the risks faced by the Company and the mitigation & palliation thereof are discussed in detail in the Management Discussion and Analysis report as per Annexure I to thisReport.

11. CORPORATE GOVERNANCE

Report on Corporate Governance pursuant to SEBI (Listing Obligation & Disclosures Requirements) Regulations,2015 is attached and forms part of this report.

12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the criteria for applicability of the provisions of social responsibility as per section 135 of the Companies Act 2013 is not applicable to the company. The net profit of the company is below Rs.5.00 crore. The board of directors of the company is always enthusiastic for carrying on the social activities as per Companies Act by defraying the resources out of the income of the company but due toas negligence of the profit preceding years; the board of directors is constrained to initiate such responsibility.

13. LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is notapplicable.

14. CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review for premises taken on lease from related party and wholly owned subsidiary company Daga Business (International) Stock Brokers (IFSC) Private Limited.

15. STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s Gupta Verma & Sethi, Chartered Accountants (FRN: 02605M), were appointed as Statutory Auditors of the company from the conclusion of 27th Annual General Meeting till the conclusion of the 32nd AGM of the company to be held in the year 2024.

16. STATUTORY AUDIT & SECRETARIAL AUDIT AND ADVERSE COMMENTS BY AUDITORS

There were no qualifications, reservations, adverse remarks or disclaimers made by M/s Gupta Verma & Sethi, Statutory Auditors & M/s D Bansal & Associates, Practicing Company Secretaries in their Audit Reports. The Secretarial Auditors report by Ms. Deepika Bansal of M/s Deepika Bansal & Associates, Company Secretary in practice has been obtained and annexed as per Annexure II to thisReport. Note: For the Financial year 2020-21, the Board of Directors appointed M/s Vikas Verma & Associates, Practicing Company Secretaries to conduct the Secretarial Audit.

17. DIRECTORS APPOINTMENT AND REMUNERATION

The policies of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act are in place and adhered to by the Company in word andspirit.

18. PERFORMANCE EVALUATION OF THE BOARD

Regulation 4 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board Evaluation framework. 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 individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report and forms part of this report However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board/ Committee.

19. ANNUALRETURN

The extracts of Annual Return in form MGT-9, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.dbonline.in and is attached to this report as per Annexure III to this report.

20. VIGIL MECHANISM / WHISTLE BLOWERPOLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and pursuant to SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of thisreport. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

21. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

22. BOARDMEETINGS

The Company had four board meetings during the financial year under review onMay 29, 2019, August 13, 2019, November 1, 2019 and January 20, 2020.

23. DIRECTORS & KEY MANAGERIAL PERSONNAL

Mr. Shiv Narayan Daga is the Managing Director who is the Key Managerial Person (KMP) within the meaning of Section 203 (1) of the Act.

Ms. Shikha Mundra and Mr. Sachin Kumar Rathi hold the post of Executive Women Director and Non- Executive Director respectively.

Mr. Milap Chand Bothra, Mr. Chandra Mohan Bahety and Mr. Brajesh Sadani are the Independent Directors of the Company.

Mr. Vishnu Kumar Sharma and Ms. Himanshi Mittal* were other KMPs designated as Chief Financial Officer and Company Secretary of the Company respectively.

Notes:

1. Ms Shikha Mundhra is appointed as Non executive Women Director w.e.f 24th June, 2020

2. Ms. Himanshi Mittal resigned from the post of Company Secretary and Compliance officer of the Company on January 20, 2020

3. Ms. Divya Saluja appointed as Company Secretary and Compliance Officer w.e.f. 24th June, 2020.

24. DECLARATION OF INDEPENDENT DIRECTORS

All the Non-Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of ‘Independent Director stipulated in Section 149(6) of the Act and Pursuant to Regulation 16(i)(b) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. These confirmations have been placed before, and noted by theBoard.

25. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors had 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 and of the profit of the company for thatperiod;

(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 otherirregularities;

(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 operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws that such systems were adequate and operatingeffectively.

26. SUBSIDIARY COMPANY

The Company has one wholly owned subsidiary Company in the name of Daga Business (International) Stock Brokers (IFSC) Private Limited.

27. BOARD COMMITTEE

Company has four Committees of Board, viz ? Audit Committee ? Stakeholders Relationship Committee ? Nomination and Remuneration Committee ? Independent Directors Committee

28. SHARES a. Buy Back of Securities

The Company has not bought back any securities during the year under review. The Company has not issued any Sweat Equity Shares during the year under review.

b. BONUS SHARES

No Bonus shares were issued during the year under review.

c. EMPLOYEE STOCK OPTIONPLAN

The Company has not provided any Stock Option Scheme to the employees.

29. PARTICULARS OF EMPLOYEES AND RELATEDINFORMATION

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has not paid remuneration to any Key managerial personnel, exceeding the limit of remuneration specified in rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence the information/comparative statement is either nil or is not applicable.

The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by Members at the registered office of the Company between 2.00 p.m. IST and 4.00 p.m. IST on any working day (Monday to Friday),upto the date of the Twenty Eighth Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on suchrequest.

30. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE

Our policy against sexual harassment is embodied both in the Code of Conduct of the company as well as also in a specifically written policy in accordance with the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013.

During the financial year 2019-20, no cases in the nature of sexual harassment were reported at any workplace ofthe company.

31. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report, as stipulated under the Listing Regulations is presented in a separate Section forming part of this Annual Report.

32. DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT, 2013

Company is not required to maintain the cost records and accounts as specified under section 148 of Companies Act, 2013 as it not applicable on the Company.

33. CAUTIONARY STATEMENT

The statements contained in the Boards Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

34. ACKNOWLEDGEMENTS

Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For DB (International) Stock Brokers Limited

Sd/- Sd/-
Shiv Narayan Daga Sachin Kumar Rathi
(Managing Director) (Director)
DIN: 00072264 DIN: 01013130
R/o: B-146, SurajmalVihar,Delhi-110092 R/o: Devi Singh BhatiKeMakaKePiche351
Maheshwari Mohalla, Jassusar Gate, KE
Bahar, Bikaner 334004
Place: New Delhi
Date: 31st July, 2020