DCM Financial Services Ltd Directors Report.

DCM FINANCIAL SERVICES LTD.

To

The Shareholders of the Company,

Your Directors are pleased to present this 29thAnnual Report together with the Audited Annual Financial Statements for the year ended March 31, 2020.

COVID-19 PANDEMIC

The COVID-19 pandemic has caused a huge disruption creating an unprecedented impact on the financial well-being of nations, corporations and individuals. A detailed discussion on impact of

COVID-19 on the business and operations of the Company is covered in the ‘Management Discussion and Analysis Report.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

In view of the prevailing COVID-19 situation and consequent lockdown across the country, the

Ministry of Corporate Affairs (MCA) has exempted companies from circulation of physical copies of Annual Report for FY2020.

Accordingly, the Annual Report of the Company for FY2020 is being sent only by email to the members, and all other persons/entities entitled to receive the same.

This Annual Report, along with other documents, is also available on the Companys website at https:// www.dfslonline.com

FINANCIAL HIGHLIGHTS- AT A GLANCE

3 Overall Performance of your Company

The Financial Year 2019-20 had been a little volatile for the Company as your Company has shown an improved performance during the year under review. The net Loss of your

Company had gone down from Rs. 93,59,392/- in the Financial Year 2018-19 to Rs. 3,208,547/- in the Financial Year 2019-20.

3 The financial summary, performance highlightsoperations/state of affair of yourCompany for the year are summarized below:

PARTICULARS

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Income from Business - - - -
Operations
Other Income 25,418,452 29,936,824 25,508,700 29,962,982
Total Income 25,418,452 29,936,824 25,508,700 29,962,982
Less: Expenditure except 30,340,497 31,468,059 30,226,029 31,448,484
Depreciation
Profit/Loss before (4,922,045) (1,531,235) (4,717,329) (1,485,502)
Depreciation and Tax
Less: Depreciation 2,862,475 3,131,728 2,941,782 3,199,362
Profit/Loss before Tax (7,784,520) (4,662,963) (7,659,111) (4,684,864)
Less: Tax Expense - - - -
Add: Deferred Tax Asset 7,402,780 (4,340,950) (7,365,128) 4,382,745
Add: MAT Credit Entitlement 2,851,906 - 2,851,906 -
Less: Prior Period Taxes - 18,574 - 76,694
Net Profit/Loss after tax (3,233,645) (9,022,486) (3,145,889) (9,144,302)
Add: Other Comprehensive 25,098 336,905 25,098 336,905
Income
Net Profit/Loss for the period (3,208,547) (9,359,391) (3,120,791) (9,481,207)
Earnings per share:
Basic (0.15) (0.42) (0.14) (0.43)
Diluted (0.15) (0.42) (0.14) (0.43)

DIVIDEND

No Dividend was declared for the current financial year due to losses in the Company.

RESERVES

The Board proposes no amount to transfer to the reserves and no amount is proposed to be retained in surplus.

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 2019-2020.

As on 31st March, 2020, 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.

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 31.03.2020, there are 47750 fixed deposits aggregating to Rs.4,90,766,196/- are payable and the Court has 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.

SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

The Company has One Subsidiary Company named as ‘Global IT options Limited. During the year under review, there were no associate and joint ventures of the Company. A statement about Subsidiary Company is mentioned in Form AOC-1 marked as "Annexure-A" with this report.

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 Annual 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
Ms. Richa Kalra Independent Director 30/09/2019 -
(AGM) w.e.f.
06/10/2019

 

Note:Mr. Sanjay Sahni and Mr. Kaushal Kashyap were appointed as an Additional Non- executive Directors in Independent and Non-Independent Category respectively w.e.f. 01st September, 2020.

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)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.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return under sub section 3 of Section 92 of the Companies Act, 2013 in Form MGT-9 can be accessed on the website of the company at http://www. dfslonline.com/AGM/mgt9_2020.pdf

NUMBER OF MEETINGS OF THE BOARD& COMMITTEES

During the year under review Board Meetings, Audit Committee Meetings, Nomination & Remuneration Committee Meetings, Stakeholders Relationship Committee Meetings and other Meetings were convened, the details of which are given in Corporate Governance Report. The maximum interval between any two meetings didnt exceed 120 days, as prescribed in the Companies Act, 2013.

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 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 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 Composition of the Committee is given in the

Corporate Governance Report which forms the integral part of this Annual Report.

VIGIL MECHANISM COMMITTEE

The Vigil Mechanism Committee 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.

BOARD ANNUAL EVALUATION

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 Chairman 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 Chairman 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 thereof.

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

A. STATUTORY AUDITOR

The members at the Annual General Meeting held on 30th November 2017, appointed M/s. Mukesh Aggarwal & Co., Chartered Accountants (Firm Registration No. 000393N) as Statutory Auditors of the Company for aperiod officetill the conclusion of 31stAnnual General Fiveyearstohold Meeting of the Company subject to ratification at every AGM. But, the requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away by Companies Amendment Act, 2017 vide notification dated May 7, 2018 issued by

Ministry of Corporate Affairs, New Delhi. Thus,M/s. Mukesh Aggarwal& Co., Chartered Accountants shall continue to act as Statutory Auditor.

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

1 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 Lacs are payable to Debenture Holders and Rs 1,448 Lacs 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 Lacs as laid down under the 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 Lacs 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 wouldhavebeenloweredbyRs.1,683LacsandNetProfitafter tax would have been lowered by Rs. 1,340 Lacs as at 31st March, 2018. The cumulative net loss as well as Current Liabilities as at 31st March, 2020 would have been higher by Rs 1,340 Lacs. The same has been explained in Note 17.1 and Note 17.4

 

Directors Comment:

I nI the year 2017, the Honble Court has appointed a Committee to implement the report of

One Man Committee and the committee is implementing the scheme. Once the implantation is over, the Court may decide payment of interest, if any. Keeping in view of this, the interest has not been provided in the books.

2 For redemption of ‘B series debentures of Rs. 2014.98 Lacs debenture redemption reserve is required to be created. Debenture redemption reserve of Rs. 2014.98 Lacs has not been created due to insufficient profits. The same has been explained in

Note 17.1.

Directors Comment:

Creation Debenture Redemption Reserve - Non creation of debenture redemption reserve is self-explanatory and cannot be created due to insufficient profits.

3 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 17.1, 17.2 and 17. 3.

Directors Comment:

Depletion in the value of Assets charged to Banks/Institution and Debentures Notes 17.1, 17.2

& 17.3, 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.

4 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,noduescertificateon 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 referNote No-38

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 40-In view of litigation with creditors mentioned in the Note 38, its not possible to obtain the balance confirmations.

5. The subsidiary company namely, Global IT Options Limited has from 1st June 2014 to 31st March, 2018 incurred expenditure of Rs 22.84 Lacs for & on behalf of its Holding Company (i.e. DCM Financial Services Limited) and the same balance was outstanding as on 31st March 2019. It comes under the category of short term funding which is in-fact Inter-Corporate Deposit. In case of Inter-Corporate Deposit, Section 186 of Companies Act, 2013 stipulates to charge interest at a rate not less than the bank declared by Reserve Bank of India. No Interest has been provided on outstanding balance of Rs 22.84 Lacs by Company to its subsidiary - Global IT Options Limited with effect from 1-June-2014. It is a non-compliance of Section 186 of the Companies Act, 2013, which could attract penalties. We have discounted this liability considering the borrowing with interest @10% p.a. in FY 2015-16 considering that the same will be paid in FY 2019-20. However, the company has paid back the amount of Rs. 22.84 Lacs to its subsidiary in the FY 2019-20. Hence, the balance outstanding as on 31st March 2020 is NIL.

Directors Comment:

Short-Term Funding by Global IT Options Limited- Para (vi): In view of restriction imposed by the Honble High Court of Delhi on the operations of bank accounts since 2006, assistance of Rs. 22.84 lacs has been taken to meet the essential expenses and obligations from Global IT

Options Limited which has been repaid during the year. The Company being sick and as the scheme of arrangement pending before the Court does not provide payment of any interest to creditors, the subsidiary company has given this amount without interest and element of interest and its payment will be decided once the Court appointed Committee accepts this claim and liquidity position improves.

6. Contingent liabilities and Other Commitments

(i) During the year ended 30th June, 2011 the companys tenant fileda claim of Rs.had

10,000,000 against the company due to damages suffered by the tenant which is still pending under arbitration proceedings as on 31st March, 2020

Directors Comment:

There are certain disputes with the tenant and the claim of tenant is contested.

(ii) There is a demand of Rs. 34,58,900 for the Assessment Year 2006-07 and Rs. 357,542 for the Assessment Year 2012-13 for payment of income tax under the Income Tax Act, 1961, which is disputed by the company and pending before the appropriate authorities as on 31st March 2020.

Directors Comment:

The Company has filed necessary application for the rectification for the deletion of said demand, however the same is pending.

(iii) There is an award passed by the arbitrator against the company in the matter of MS Shoes East Limited on May 28, 2012 for Rs. 5,128,320 i.e. the claim amount, along with Rs. 30,680,848 towards interest cost for an underwriting given by the company in the year 1995 for the public issue of M/s MS Shoes East Ltd. Furthermore, an incidental cost which includes arbitration venue rent, record keeping cost, administrative cost and stamp paper charges amounting to Rs.

549,280, had been awarded to the company. The total financial impact comes to Rs. 36,358,448 which has been contested by Company before Honble Delhi High Court.

Directors Comment:

Company has preferred an appeal/objections before Honble High Court of Delhi in the MS

Shoes East Limited matter against the arbitration order and the same pending adjudication.

(iv) 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. 28,829,634 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 . 28,829,634 mentioned supra is as follows:

S. No. Description Amount (In Lacs)
1. Difference in super area Vs. provisional area 22,928,254/-
2. Claim of property tax 319,100/-
3. Claim of ground rent 2,167,190/-
4. Allied charges 782,210/-
5. Augmentation of Electric sub station 132,880/-
6. Loss of profit 2,000,000/-
7. Arbitration cost 500,000/-
TOTAL 28,829,634/-

Directors Comment:

The Sole arbitrator has in its award dated 17th Aug,2020 awarded an amount of Rs 78 lacs in favour of the Company against Rs 41 lacs awarded to NBCC in the said award.

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. 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.Annexure D

INTERNAL AUDITOR

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

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

The Company has not given any loan(s) or guarantee(s) and has not made any investment covered under the provision of the Section 186 of the Companies Act, 2013 during the year under review. All investments made during the year were within the stipulated limits of law.

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

In the financial year 2019-20, company did not enter into any contracts or arrangements with any related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Form AOC-2 is attached as "Annexure B".

MATERIAL CHANGES AND COMMITMENTS, IF ANY,AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

An Arbitration Award passed by Mr. S.K. Kaul, Ex-Senior Executive Director (ENGG), NBCC (I) Ltd. in the matter between M/s. NBCC ltd. & M/s. DCM Financial Services Ltd. ("the Company" on 17/08/2020.

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

As per Regulation 22 of the SEBI Regulations, 2015, in order to ensure that the activities of the Company & its employees are conducted in a fair & transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the company has adopted a vigil mechanism policy.

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 there under, your Company has constituted Internal

Complaints Committee (ICC) at its workplaces. During the year, no complaints were filed with the

Company.

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 ofcertificateCompany Secretary confirming 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 31st March, 2020 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 information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows: The company has One Executive Director and the remuneration paid to him is disclosed in Form MGT-9.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are: a) Employed throughout the year "Annexure E" b) Employed for part of the year "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.

FAMILIARIZATION POLICY

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.

LISTING AGREEMENT

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

All statutory dues including Annual Listing Fees for the Financial Year 2020-21 has been paid by the

Company.

CODE OF CONDUCT

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.

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.

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.

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

Richa Kalra Director DIN:07632571

Somali Tiwari

Company Secretary &CFO

Shantanu Deveshwar Whole Time Director DIN:08268523

Date: 11.11.2020

Place: Delhi