dcm financial services ltd share price Directors report

To

The Shareholders of the Company,

Your Directors are pleased to present this 32^nd Annual Report together with the Audited Annual Financial Statements for the year ended March 31,2023.

FINANCIAL HIGHLIGHTS- AT A GLANCE

> Overall Performance of your Company

The Financial Year 2022-23 had been a little tumultuous for the Company as your Company has shown a conventional performance during the year under review. The Net Loss of your Company, on standalone basis, stood at Rs. (484.74) Lakh & Rs.(485.43) Lakh on Consolidated basis for the financial year 2022-23 as compared to the net profit of Rs. 47.74 Lakh on standalone basis & Rs.46.78 on Consolidated basis in the Financial Year 2021-2022.

> The financial summary, performance highlights operations/state of affair of yourCompany for the years are summarized below:

(Amount In Lakh)

PARTICULARS	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Income from Business Operations	-	-	-	-
Other Income	103.12	353.42	103.21	354.46
Total Income	103.12	353.42	103.21	354.46
Less: Expenditure except Depreciation	160.86	233.66	160.80	234.85
Profit/ Loss before Depreciation and Tax	(57.74)	119.76	(57.59)	119.61
Less: Depreciation	32.72	31.94	33.65	32.67
Profit/ Loss before Tax	(90.46)	87.82	(91.24)	86.94
Less: Tax Expense	-	-
Add: Deferred Tax Asset	398.59	37.90	398.50	37.98
Add: MAT Credit Entitlement	-	-	-	-
Less: Prior Period Taxes	(4.81)	1.50	(4.81)	1.50
Net Profit/Loss after tax	(484.24)	48.42	(484.93)	47.46
Add: Other Comprehensive Income	(0.50)	(0.68)	(0.50)	(0.68)
Net Profit/Loss for the period	(484.74)	47.74	(485.43)	46.78
Earnings per share:
Basic	(2.19)	0.22	(2.19)	0.21
Diluted	(2.19)	0.22	(2.19)	0.21

RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS UNDER SECTION 134(3)(i) OF THE COMPANIES ACT, 2013

During the year under review, the revenue from operations stood at NIL similar to last financial year on standalone basis. Earning before Tax (EBT) for the period was to Rs. (90.46) Lakh as compared to Rs. 87.82 Lakh of last fiscal. Earning after Tax (PAT) also decreased to Rs. (484.24) Lakh as compared to Rs. 48.42 Lakh of last fiscal and EPS decreased to Rs. (2.19) as compared to Rs. 0.22 of last financial year.

DIVIDEND

No Dividend was declared for the current financial year due to losses incurred by the Company during the year under review.

INDIAN ACCOUNTING STANDARDS

As per the requirements of notification dated 16thFebruary, 2015 issued by the Ministry of Corporate Affairs (MCA), Financial Statements of the Company for the Financial Year 2022-23 have been prepared as per Ind AS.

RESERVES

The Board, in light of losses incurred during the year under review, proposes no amount for transferring to the reserves.

SHARE CAPITAL

There was no change under the Share Capital during the year under review as the Company has not issued any shares including Equity Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not bought back any equity shares during the year 2022-23.

As on 31st March, 2023, paid-up share capital of the Company stood at Rs. 221,250,540/- consisting of 22,125,054 Equity Share of Rs. 10/- each.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company, the provisions of Section 125 of the Companies Act, 2013 do not apply on the Company for the period under review.

DEPOSITS

During the year under review, the Company has not accepted any deposits in terms of Section 73 of the Companies Act, 2013.However, as on 31.03.2023, there are outstanding fixed deposits aggregating to Rs.4410.01 lacs are payable and the Honble Court had appointed the committee of Justice Anil Kumar, former Judge of Delhi High Court and who has invited claims from Depositors for the verification and payment as per report/ scheme. Once this exercise is complete and report is submitted to the Court, the numbers and the value of un-claimed deposits will be known. After the Demise of Justice Anil Kumar, Delhi High Court had appointed Sh. Laxmi Kant Gaur District Judge (Retd.) to head One person Committee to resolve the Depositors pending issue with the Company & Company is now working under directions of Sh.Laxmi Kant Gaur. District Judge (Retd.) for the resolution of outstanding Fixed Deposit holders as well as Debenture holders.

SUBSIDIARY/ ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

The Company has One Subsidiary Company named as ‘Global IT Options Limited within the meaning of Section 2(87) of the Companies Act, 2013 ("Act") and there are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiary is mentioned in Form AOC-1 is marked as "Annexure-A" with this report.

REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements of the company, for the year under review. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section of this Board Report.

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, Re-designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

S.No. Name	Designation	Appointment	Cessation
1. Mrs. Nidhi Deveshwar	Wholetime Director	14.02.2022 (Regularized at EGM held on 06.05.2022)	-
2. Ms. Daman Preet Kaur	Independent Director	11.08.2017	29.11.2022
3. Ms. Parul Singh	Additional Director	29.11.2022	-
4. Ms. Parul Singh	Independent Director	29.11.2022 (Regularized at EGM held on 20.01.2023)

The Board places on record its appreciation for the services rendered by Ms. Daman Preet Kaur, during her term as Independent Director of the Company & whose tenure from the office of Independent Director has ended on 29.11.2022.

Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

The Board of Directors have evaluated the Independent Director appointed during the year 2022-23 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

Retirement by Rotation

Pursuant to Section 149(13) of the Companies Act, 2013, the independent directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General Meeting of the company. To meet the requirement of provisions of Section 152(6) of the Companies Act, 2013 Mr. Kaushal Kashyap (DIN: 07683753)Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment to the Board of Directors of the Company at the ensuing Annual General Meeting.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

All Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT, 2013

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year ended on 31st March 2023 in Form MGT-7 pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is put on the Companys website and can be accessed at https://dfslonline.in/investor.html.

NUMBER OF MEETINGS OF THE BOARD& COMMITTEES

During the financial year ended on March 31,2023, 9 Board Meetings were held & the dates on which the Board meetings were held are 04.04.2022, 27.05.2022, 09.08.2022, 05.09.2022, 22.10.2022,10.11.2022, 29.11.2022, 19.12.2022 & 08.02.2023. The maximum interval between any two meetings didnt exceed 120 days, as prescribed in the Companies Act, 2013.Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report.Further, during the year, a separate meeting of the Independent Directors of the Company was held on March 16, 2023 to discuss and review the performance of all other nonindependent Directors, Chairperson of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Audit Committee of the Company comprises of Ms. Richa Kalra(Chairperson), Mrs. Nidhi Deveshwar and Mr. Sanjay Sahni as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 to be read with Regulation 19 of the SEBI (Listing Obligation &Disclosure Requirement) Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of Ms. Richa Kalra(Chairperson), Mrs. Nidhi Deveshwar and Mr. Sanjay Sahni as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act, 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Stakeholders Relationship Committee of the Company comprises of Ms. Richa Kalra (Chairperson), Mrs. Nidhi Deveshwar and Mr. Kaushal Kashyap as Members.

The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

VIGIL MECHANISM

The Vigil Mechanism is part of Audit Committee of the Company, which is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 & 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013

The provisions of Section 134(3)(p) of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairperson of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement & contribution, independence of judgment, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairperson and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results there of.

STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR:

The tenure of M/s. Mukesh Aggarwal & Co., Chartered Accountants, Statutory Auditors of the Company expires from the conclusion of 31stAnnual General Meeting. The Board of Directors on recommendation of Audit Committee proposed to the members for the re-appointment of M/s. Mukesh Aggarwal & Co., Chartered Accountants (Firm Registration No. 000393N) as Statutory Auditors of the Company for a next term of Five years to hold office till the conclusion of 36thAnnual General Meeting of the Company but the members could not approve the same and hence M/s. Mukesh Aggarwal and Co., Chartered Accountants, ceased to act as the Statutory Auditor of the Company from the conclusion of 31st Annual General Meeting of the Company.

The Board of Directors on recommendation of Audit Committee proposed to the members for the appointment of M/s. V. Sahai Tripathi & Co., Chartered Accountants(FRN: 000262N), in their meeting held on October 22, 2022 as Statutory Auditors of the Company. The members at their meeting held on January 20, 2023 appointed M/s. V. Sahai Tripathi& Co., Chartered Accountants (FRN: 000262N), as the Statutory Auditors of the Company for a term of five consecutive years to hold the office from the conclusion of the Extra Ordinary General Meeting till the conclusion of 36th Annual General Meeting of the Company to be held for the financial year ending March 31,2027.

Qualification(s) and Directors comments on the report of Statutory Auditor:

(i) Justice Anil Kumar* as one man committee was appointed vide order dated:- 3rd September, 2015 by the Honble High Court of Delhi to scrutinize the list of depositors and other claimants and to take steps enumerated hereinafter with the view to resolve at-least some of the disputes. The one-man committee submitted its report on to Honble High Court of Delhi on 22nd April, 2016.Taking cognizance of the report, Honble High Court of Delhi on 10th August, 2017 accepted the recommendation of one-man committee enumerated in the report. Under Scheme of One-Man Committee, interest of Rs 235 Lakhs are payable to Debenture Holders and Rs 1,448 Lakhs are payable to Fixed Depositors under Phase-2 of Schedule of Payments laid down by One Man Committee. Presently the said committee has waived any further payment of Interest to Fixed Depositors, Debenture-holders and other lenders, however on complete liquidation of properties and investments, if any surplus remains after payment to all stakeholder creditors, then further payment of Interest would be decided. All stakeholders creditors which are covered under scheme has given its consent to the scheme. No provision of Rs. 1,683 Lakhs as laid down under the scheme towards Interest on Debentures and Fixed Deposits, have been provided in the financial statements on the outstanding amount of Debentures and Fixed Deposits.

Had interest of Rs. 1,683 Lakhs been provided for in the financial statements of year ending 31st March 2018 on outstanding amount of Debentures and Fixed Deposits, the Net Profit before tax would have been lowered by Rs. 1,683 Lakhs and Net Profit after tax would have been lowered by Rs. 1,340 Lakhs as at 31st March, 2018. The cumulative net loss as well as Current Liabilities as at 31st March, 2023 would have been higher by Rs 1,340 Lakhs. The same has been explained in Note 17.2 and Note 17.3

*The Honble High Court of Delhi has appointed Mr. Laxmi Kant Gaur, District Judge (Retd.) vide its order dated 29th July 2021, as the One Man Committee in place of Honble Mr. Justice Anil Kumar (in view of his unfortunate demise).The One Man Committee would continue from the stage at which the exercise assigned to the One Man Committee by the High Court stands, at the stage when Honble Mr. Justice Anil Kumar unfortunately expired. The agenda of the One Man Committee would be as per the order dated 3rd September, 2015, read with subsequent orders passed, if any, in that regard.

Directors Comment: Provision of interest on certain liabilities covered under Para i and under notes 17.2. & 17.3 is in accordance with the Scheme of restructuring filed by the Company before the Honble Delhi High Court, which provides for waiver and cancellation of interest and the same is pending before the Honble Court. Further, the quantum of interest, if any will be decided by the High Court of Delhi upon completion of phase II payments and sale of assets.

(ii) For redemption of ‘B series debentures of Rs. 2014.98 Lakhs debenture redemption reserve is required to be created. Debenture redemption reserve of Rs. 2014.98 Lakhs has not been created due to insufficient profits. The same has been explained in Note 17.2.

Directors Comment: Non-creation of debenture redemption reserve. The same cannot be created due to insufficient profits in the past against the redemption of debenture. This has no impact on financial results of the company as redemption reserve is to be created out of Reserve and Surplus available with the company. Company has commenced repayments in the earlier years as well as in the current Year as per directions of the Honble High Court of Delhi vide order dated 10th Aug,2017 and recommendations of One Man Committee. Company is still not creating Debenture redemption Reserve for the same reason that it has no sufficient profits to do so.

(iii) The value of assets charged as security in favor of banks, debenture-holders & financial institutions have been depleted over a period of time. The depletion has not yet been ascertained by the Company. To the extent of shortfall, if any, the liability is unsecured, whereas the same has been shown as secured. The same has been explained in Note 17.2.

Directors Comment: It relates to ascertainment of Security against Debentures and Bank Loan, which could not be ascertained since the Company has litigation with various Lease and Hire Purchase customers and the matters are sub-judice, hence confirmations and acknowledgments are not feasible.

(iv) Balance confirmation of bills receivable and payable, advances recoverable in cash or in kind, receivables and payables relating to lease and hire purchase, lease security deposit of which party wise details are not available. Balance confirmation of inter-corporate deposits, FD balances with Bank, interest on FD from banks, balance of ex-employees, margin against L/C, loans from institutions, banks, no dues certificate on payment of loans from bank and other receivables and payables have not been received from the parties/persons concerned. In the absence of balance confirmation, the closing balances as per books of accounts have been incorporated in the final accounts and have been shown, unless otherwise stated by the management about its recoverability in the financials including considering the NPA Provisions, are good for recovery/payment. Time barred debts under the Limitations Act have not been separately ascertained and written off or provided for. In the absence of such confirmation & corresponding reconciliation, it is not feasible for us to determine financial impact on the financials and the amount referred as payable in the financials can differ. (Please refer Note No.-39)

Directors Comment: Balance Confirmation of Bills Receivable and Payable, advances recoverable in cash or in kind, receivables and payables relating to lease and hire purchase and lease security deposit - Note 39 - In view of litigation with creditors mentioned in the Note 39, its not possible to obtain the balance confirmations

(v) Contingent liabilities and Other Commitments

v(a) During the year ended 30th June, 2011 the companys tenant had filed a claim of Rs. 100.00 lacs against the company due to damages suffered by the tenant which is still pending under arbitration proceedings as on 31st March, 2023.

Directors Comment: There are certain disputes with the tenant and the claim of tenant is contested

v(b)There is an award passed by the High Court vide its judgment dated April 27, 2022 against the company in the matter of MS Shoes East Limited for Rs. 12.82 lacs i.e. the claim amount, along with interest of Rs. 8.97 lacs for an underwriting given by the company in the year 1995 for the public issue of M/s MS Shoes East Ltd.

Directors Comment: Both parties have filed an appeal against the judgement dated 27.4.2022 and both the matter are being heard by the Honble High Court of Delhi. In view of this no provision has been made.

v(c) Due to dispute with the builder namely M/s NBCC Ltd. from which the company had purchased an office premises in the year 1995, regarding a claim of Rs. 288.29 lacs on account of increase in super area and certain other expenditure which the builder i.e. M/s NBCC Ltd. had incurred and the same is pending in arbitration. Breakup of the amount of Rs. 288.29 lacs mentioned supra is as follows:

S. No. Description	Amount (In Lacs)
1. Difference in super area Vs. provisional area	229.28
2. Claim of property tax	3.19
3. Claim of ground rent	21.67
4. Allied charges	7.82
5. Augmentation of Electric sub station	1.33
6. Loss of profit	20.00
7. Arbitration cost	5.00
TOTAL	288.29

During the financial year ending March 31, 2021, the award was given in respect of dispute that has arisen between NBCC Ltd. (Claimant) and DCM Financial Services Limited (Respondent) in relation to sale of Commercial Space-Upper Ground Floor NBCC Place, Pragati Vihar, New Delhi by the Claimant to the respondent.

The summary position of award is as under:

Party	Amount Claimed (in Lacs)	Awarded (in Lacs)
NBCC Ltd.- Claimant	434.95	41.06
DCM Financial Services Limited - Counter Claimant/ Respondent	3,269.50	78.97

In addition to the above, Interest @ 10% is payable by both the parties on their respective amounts.

That whereas NBCC has filed objections to the award in Delhi High Court in Dec 2020 and the same appears to be lying in objections. That DCM has also filed objection in Delhi High Court and the same has not being listed so far.

Directors Comment: Both parties have filed an appeal against the award before the Honble High Court of Delhi. In view of this no provision has been made.

Rest of the observations/ comments of auditors are self-explanatory and need no comments

B. SECRETARIAL AUDITOR

Pursuant to provision of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed

M/s. Jain P & Associates, Company Secretaries to undertake Secretarial Audit of the Company for the Financial Year 2022-23.

The Secretarial Audit was conducted by Ms. Preeti Mittal, Company Secretary, and the report thereon is annexed herewith as "Annexure-C.".

Qualification(s) and Directors comments on the report of Secretarial Auditor:

Observations in the report are on the basis of facts and are self-explanatory

Annual Secretarial Compliance Report

The provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure) Regulations, 2015 are applicable on the Company. Therefore, the Company has obtained a certificate from a Practicing Company Secretary and has been attached with this Annual Report as "Annexure-D"

C. INTERNAL AUDITOR

The Company had appointed M/s. STVG & Co., Chartered Accountants as Internal Auditor of the Company at their Board Meeting held on 09.08.2022 to carry out the Internal Audit Functions. The Internal Auditor submits a "Quarterly Report" to the Audit Committee for its review.

D. COST AUDITOR

Your directors hereby inform you that the Company does not fall under the criteria as specified under Section 148 (1) of Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the Company is not required to maintain the cost records in respect of its products/service. Therefore, no requirement of Appointment of Cost Auditor arises.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming part of the Annual Report.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPAIES ACT, 2013

During the financial year 2022-23, the Company has not entered into any contracts/arrangements/ transactions with related parties which could be considered material in accordance with the Companys Policy on Materiality of Related Party Transactions. All the transactions made on arms length basis are being reported in Form No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as "Annexure-B".

DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT, IF ANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relate and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

To the best of the Managements knowledge, there has been no material order passed by any regulator or Court or Tribunal impacting the Going Concern status of the Companys operations.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2022-23, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE

BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there has been no one time settlement of loan taken from Bank & Financial Institution.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the Companies Act, 2013, readwith Companies (Accounts) Rules, 2014 is given below:

Conservation of energy
1. the steps taken or impact on conservation of energy	Nil
2. the steps taken by the company for utilizing alternate sources of energy	Nil
3. the capital investment on energy conservation equipment	Nil
Technology absorption
1. the efforts made towards technology absorption	Nil
2. the benefits derived like product improvement, cost reduction, product development or import substitution	Nil
3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Nil
4. the details of technology imported	Nil
5. the year of import	Nil
6. whether the technology been fully absorbed	Nil.
7. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	Nil
8. the expenditure incurred on Research and Development	Nil
Foreign exchange earnings and Outgo
1. The Foreign Exchange earned in terms of actual inflows during the year	Nil
2. The Foreign Exchange outgo during the year in terms of actual outflows	Nil

Further, there were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a proper check in normal course of its business regarding risk management. Currently, the company does not identify any element of risk which may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013, hence the same are not applicable to the company for the period under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism Policy of the Company is constituted in line with the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/ issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis. The whistle blower policy is uploaded on the website of the Company and can be accessed at http:// dfslonline.in/policv/5.pdf

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013" and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the Company.

Number of complaints received	Number of complaints disposed of	Number of complaints pending more than ninety days	Number of workshops or awareness programme against sexual harassment
NIL	NIL	NIL	NIL

CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of Schedule V of the said regulations, a separate section on corporate governance practices followed by the company, together with the certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal Financial Control system commensurate with the size, scale and complexity of its operation. The system encompasses the major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws, and regulations, safeguarding of assets and economical and efficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and the effectiveness of the Companys Internal Financial Control System. The Statutory Auditors of the Company have also reviewed the Internal Financial Control system implemented by the Company on the financial reporting and in their opinion, the Company has, in all material respects, adequate Internal Financial Control system over Financial Reporting and such Controls over Financial Reporting were operating effectively as on 31stMarch, 2023 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the companys policies, prevention and detection of frauds and errors, accuracy & completeness of the records and the timely preparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizations risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors. The Audit Committee also meet the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives, staff and other workers of the Company for their hard work, dedication and commitment. During the year under review, relations between the Employees and the Management continued to remain cordial.

PARTICULARS OF EMPLOYEES

The Particulars of Remuneration of Employees during the year 2022-23 pursuant to the provisions of Section 197, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an "Annexure-E".

Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year - 0.625

(ii) the percentage increase in remuneration of each Director, Chief Financial Officer(CFO), Chief Executive Officer(CEO), Company Secretary(CS) or Manager, if any, in the financial year;

Director (Nil%)

KMP (CS & CFO) (17.13%)

(iii) the percentage increase in the median remuneration of employees in the financial year 9.00%

(iv) the number of permanent employees on the rolls of company; 6

(v) a) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year = 11.368 % and its comparison with the

b) percentile increase in the managerial remuneration (8.565%) and

c) justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration paid according to Remuneration Policy of the Company.

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Disclosure of Top Ten Employees in terms of remuneration drawn and the name of every employee is given in "Annexure-E"

The remuneration paid to all Key Managerial Personnel was in accordance with the remuneration policy as adopted by the company.

REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia, directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, etc. The same can be accessed at https://dfslonline.in/policv/17.pdf

FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of Listing Regulations, 2015, the Board has framed a policy to familiarize Independent Directors about the Company.

ANNUAL LISTING FEES/CHARGES

The shares of the Company are presently listed at BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and the Calcutta Stock Exchange Limited (CSE).

All statutory dues including Annual Listing Fees for the Financial Year 2023-2024 has been paid by the Company.

CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has laid down the code of conduct for all Board Members and members of the Senior Management of the Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.

CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS, 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015&Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

With reference to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or Variation(s) as per the said regulation is not applicable to the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, no such application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year, no such valuation done at the time of One Time Settlement and while taking Loan from the Banks or Financial Institutions.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013, the Directors, would like to state as follows:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the Company for that period ;

(c) The Directors had taken proper & 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 & detecting fraud & 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 such controls are adequate and are operating effectively;

(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.

DISCLOSURE OF CREDIT RATING

Disclosure of Credit Rating is not applicable on the company during the year under review.

GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) Issue of shares (including sweat equity shares and Employees Stock Options Schemes) to employees of the Company under any scheme.

iii) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

iv) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

v) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance and co-operation received from the various stake holders including Financial Institutions, Banks, Governmental authorities and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of the committed services rendered by the employees at all levels of the Company, who have contributed significantly towards Companys performance and for enhancing its inherent strength. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued stakeholders.

	For and on behalf of the Board
	For DCM Financial Services Limited
Date: 09.08.2023	Nidhi Deveshwar Chairperson & Whole time Director
Place: New Delhi	DIN:09505480