Debock Sales and Marketing Ltd Directors Report.

To,

The Member,

Debock Sales and Marketing Limited,

Your Directors have pleasure in presenting the Twelfth Annual Report of the Company on the business and operations of the Company together with the Audited financial accounts for the financial year ended on 31st March, 2020.

1) Financial Performance & Highlights

(Rs. In lakhs)

Particulars

March 31, 2020

March 31, 2019

Revenue From Operations (Gross) 18,66,77,100 20,20,11,479
Less: Excise Duty 0 0
Revenue from operations (Net) 18,66,77,100 20,41,68,498
Other Income 3,33,759 21,57,019
Total Revenue 18,70,10,859 20,41,68,498
Profit before Depreciation, Interest and Tax Expenses 1,66,22,913 1,89,59,128
Less: Finance Cost 91,89,921 1,19,81,041
Profit before Depreciation and Tax Expenses 74,32,992 69,78,087
Less: Depreciation 44,38,109 41,41,537
Net Profit before Tax 29,94,883 28,36,549
Less: Current Tax 7,78,670 7,37,503
Less: Deferred Tax (64,40,794) 66,00,351
Net Profit after Tax 86,57,007 45,01,304

2) Brief description of the Companys working during the year/State of Companys affair (objects, performance)

The Company continued its Hotel Segment, Sales and Marketing Business. During the year under review, the Company registered revenue of Rs 1866.77 lacs as against revenue of Rs 2020.11 lacs during preceding financial year. The Net Profit of the Company for the year ended 31st March, 2020 stood at Rs.86.57 Lacs.

Revenue from operations decreased by 7.62% on y-o-y basis in FY 2019-20 as compared to FY 2018-19. Our margins and performance were remarkable due to increase in prices of final products of the Company. The Company recorded a Net Profit of Rs. 86.57 in FY 2019-20 on y-o-y basis as compared to loss of Rs. 45.02 Lacs in FY 2018-19, despite a relatively sluggish industry growth, primarily on account of improved cost efficiencies. Earnings per Share (EPS) stood at Rs. 1.05 for FY 2019-20.

3) Covid-19

the Company is taking various measures to ensure the safety and wellbeing of all employees and is ensuring compliance with the directives issued by the Central Government, State Governments and local administration in this regard. In this evolving crisis, when no one is able to say for sure when it will be contained and what its long-term impact could be, the stress will be placed equally on every one. The accelerated spread of this pandemic has brought the economy to a standstill, which has necessarily affected all the classes and nature of businesses. The company has faced a slowdown in terms of its operations and the financial viability is also undermined. The company expects to gradually increase the level of operations in the coming months.

Due to the recent relaxations provided by the government, the Company is expecting that its operations including manufacturing would be run in an efficient and more streamlined manner to consolidate and mitigate the impact of slowdown of operation witnessed due to Covid-l9.

4) State of Companys Affairs and Future Outlook

Your Directors are optimistic about company s business and hopeful of better performance with increased revenue in the coming year. There was no change in the nature of business of Company.

5) Dividend:

During the period under review, the Board of Directors have not recommended any dividend and proposes to put the reserves for enhancing business.

6) Listing Information

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platform and in dematerialized form through depositories in order to eliminate all risks associated with physical shares and for ease of portfolio management. The Listing Fee is yet to be paid to the Stock Exchanges for the year 2020-21. The ISIN No. of the Company is INE411Y01011.

7) Change In Nature Of Business

There is no change in the nature of the business of the Company. Due to Pandemic Covid-19, the Office and factory was shut down from March 22, 2020 to May 25, 2020. Else, the company had been working efficiently during the year. In spite of this Global crisis the Board of Directors are pleased to report a good performance of the Company in terms of both financial and operational performance

8) Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

9) Transfer to Reserves & Surplus

During the period under review, your directors have not transferred any amount to general reserves.

10) Credit Rating

The company has not obtained any rating from any Credit Rating Agency during the year.

11) Share Capital & Unclaimed Shares :

During the period under review, the Authorised share capital of the Company was Rs. 8.5 Crores. The updated Paid up Share Capital of the Company as on signing of this report is Rs. 8.22 crores.

Issue of equity shares with differential rights

Your Company has not issued equity shares with differential rights for the financial year 2019-20 as provided in rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014.

Issue of sweat equity shares

Your Company has not issued sweat equity shares for the financial year 2019-20 as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

Issue of employee stock

Your Company has not issued employee stock option for the financial year 2019-20 as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

Provision of money by company for purchase of its own shares by employees or by Trustees for the benefit of employees: N.A.

The Company as no other type of securities except equity shares forming part of paid up capital.

12) Depository Participant

Your Company s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.

13) Directors & Key Managerial Personnel

In accordance with the provisions of section 149, 152 & Article 105 to 110 of Article of Association of the Company and other applicable provisions of the Companies Act, 2013, one third of the of Directors who are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Consequently Mr. Mukesh Manveer Singh , Director of the Company is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends their reappointment for the consideration of Members of the Company at the ensuing Annual General Meeting.

The details of Directors being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment of Directors are also included in the Notice.

During the year under review, there is change in the Board of Directors & KMP of the Company, details of which are as follows:

Directors:

a) Mr. Harshad Kumar Jashwantlal Patel resigned as Independent Director on 13th August , 2019 b) Ms. Jyoti Choudhary resigned as Independent Woman Director on 25thFebruary, 2020.

KMP:

The following were the Key Managerial Personnel of the Company for the Financial Year 2019-20:

S. No. Name of Person Designation
1. Mr .MukeshManveer Singh Chairman & Managing Director
2 Mrs. NishuGoyal Chief Financial Officer
3 Mr. Bharat Singh Charan Company Secretary & Compliance Officer
4. Ms. Vandana Patidar* Chief Executive Officer w.e.f. 15th March, 2019

Ms. Vandana Patidar* was appointed as Additional Director by Board on 30th May, 2019 to hold office upto 11th Annual General Meeting. Later, she was not regularized as Director, however she remained as CEO of the Company.

14) COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF

Board of Directors

During the period under review, the Board of the Company comprises of Three Directors out of which one is Managing Director, rest two Directors were Non-Executive Independent Directors. During the financial year 2019-20, there were Four (4) meetings of the board held, the details of the number of Meetings of the Board held on 30.05.2019; 04.09.2019; 14.11.2019 and 25.02.2020. The maximum gap between any two board meetings is not more than 120 days.

Name

Attendance at Meetings

Number of other Directorship & Committee Membership / Chairmanship**

No. of Board Meetings

Last AGM Other Directorship* Committee Membership Committee Chairmanship
Meetings held during Tenure Meetings Attended
Promoters
Mukesh Manveer Singh 4 4 Yes 4 2 0
Non Promoter
Vandana Patidar 1 1 Yes 0 0 0
Independent Directors
Kailash Brahmabhatt 4 4 Yes 0 3 1
Arvind Rao 4 4 Yes 0 3 2
Jyoti Choudhary 3 3 Yes 2 1 0

*Directorships and Committee member/Chairmanship in other companies mentioned above excludes directorships in private limited companies, unlimited companies, foreign companies and companies incorporated under section 8 of the Companies Act, 2013.

**While calculating the number of Membership / Chairmanship in Committees of other companies, Membership / Chairmanship of only Audit Committee and Stakeholders Relationship Committee have been considered pursuant to Regulation 18 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the Director is a member in more than ten committees and act as a Chairman in more than five committees across all companies in which he is a Director.

Audit Committee:

During the financial year 2019-20, four (4) meetings of the Audit Committee were held on 30.05.2019; 04.09.2019; 14.11.2019 and 25.02.2020. The details of the composition of the committee and attendance at its meeting are set out in the following table:

Sr. No. Name of the Director Status Meetings held Meetings attended
1. Mr. Kailash Brahmabhatt Chairman 4 4
2. Mr. Arvind Rao Member 4 4
3. Mr. Mukesh Manveer Singh Member 3 3
4 Mr. Harshadkumar Jashwantlal Patel* Ex-Chairman 1 1

*Mr. Harshad kumar Jashwantlal Patel resigned on 13th August, 2019. Thereafter, the Committee was reconstituted and Mr. Kailash Brahmabhatt, Independent Director was appointed as Chairman of the Committee and Mr. Mukesh Manveer Singh was introduced as new member of the Committee.

Role of the committee:

The role of the Committee, inter-alia, includes oversight of the company s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; recommendation for appointment, remuneration and terms of appointment of auditors of the company; approval of payment to statutory auditors for any other services rendered by the statutory auditors; reviewing, with the management, the annual financial statements and auditor s report thereon before submission to the board for approval; reviewing, with the management, the quarterly/Half yearly financial statements before submission to the board for approval; reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter; reviewing and monitoring the auditor s independence and performance, and effectiveness of audit process; approval or any subsequent modification of transactions of the company with related parties; scrutiny of inter-corporate loans and investments; valuation of undertakings or assets of the Company, wherever it is necessary; reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems and risk management systems; reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; discussion with internal auditors of any significant findings and follow up there on; o look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; to review the functioning of the Whistle Blower mechanism; approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; Carrying out any other function as is mentioned in the terms of reference of the audit committee.

Recommendations by the Audit Committee which were not accepted by the board along with Reasons

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

Nomination and Remuneration Committee:

During the financial year 2019-20, three (3) meetings of the Nomination and Remuneration Committee held 30.05.2019; 13.08.2019 and 25.02.2020. The details of the composition of the committee and attendance at its meeting are set out in the following table:

Sr. No. Name of the Director Status Meetings held Meetings attended
1. Mr. Arvind Rao Chairman 3 3
2. Mr. Harshadkumar Jashwantlal Patel* Member 1 1
3. Mr. Kailash Brahmabhatt Member 3 3
4. Ms. Jyoti Choudhary Member 2 2

*Mr. Harshad kumar Jashwantlal Patel resigned on 13th August, 2019. Thereafter, the Committee was reconstituted and Ms. Jyoti Choudhary, Independent Director was appointed as member of the Committee and later after her resignation from the Board, the Committee was reconstituted with remaining two members.

Date of Meeting of Stakeholders Relationship Committee:-

During the financial year 2019-20, 1(One) Stakeholders Relationship Committee was held on 04.09.2019.The details of the composition of the committee and attendance at its meeting are set out in the following table:

Sr. No. Name of the Director Status Meetings held Meetings attended
1. Mr. Arvind Rao Chairman 1 1
2. Mr. Kailash Brahmabhatt Member 1 1
3. Mr. Mukesh Manveer Singh Member 1 1
4. Mr. Harshadkumar Jashwantlal Patel* Ex-Member 0 0

*Mr. Harshad kumar Jashwantlal Patel resigned on 13th August, 2019. Thereafter, the Committee was reconstituted and Mr. Mukesh Manveer Singh was introduced as new member of the Committee.

Role of the committee

The terms of reference of the Committee includes considering and resolving the grievances of security holders of the Company including Allotment and listing of our shares in future; Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates; Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures; Reference to statutory and regulatory authorities regarding investor grievances; To otherwise ensure proper and timely attendance and redressal of investor queries and grievances; And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers the Board may decide from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

15) Code of Conduct

Your Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. All Directors and Senior Management Personnel of the Company have affirmed compliance with the Company s Code of Conduct for the financial year ended March 31, 2020 in accordance with Regulation 17(5) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. The Company has posted the Code of Conduct for Directors and Senior Management on the company s website www.debockgroup.com under Investors link.

16) Code Of Conduct For Prohibition Of Insider trading

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the shares of the company at the time when there is unpublished price sensitive information. The Policy is available on the website of the Company www.debockgroup.comunder the Investors link.

17) Annual Evaluation Of Board, Committees And Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Board carried out annual evaluation of its own performance, performance of its Committees and evaluation of individual director including independent directors. The independent directors carried out an annual performance of non-independent directors, the Board as a whole and chairman of the Company. Nomination and Remuneration Committee of the Board of directors evaluated the performance of every director.

The performance is evaluated on the basis of number of Board and Committee meetings attended by individual directors, participation of director in the affairs of the company, duties performed by each director, targets archived by the company during the year. The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year.

18) Retire By Rotation

In pursuant to Section 152(6) of the Companies Act 2013, Mr. Mukesh Manveer Singh is liable to retire by rotation at the ensuing Annual General Meeting.

19) Disclosures By Directors

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

20) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received necessary declaration from each independent director under Section 149(7)of the Companies Act, 2013, confirming that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. The Independent Directors are yet to register themselves with IICA, MCA.

21) Finance & Accounts

Your Company prepares its Financial Statements in accordance with the Accounting Standards prescribed under section 133 of the Companies Act, 2013 read with the relevant rules issued there under and other accounting principles generally accepted in India. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner. The form and substance of transactions reasonably present the Company s state of affairs, profits and cash flows for the year ended March 31, 2020. Bank, Cash and cash equivalents as at March 31, 2020 was Rs. 39.58 Lakhs. The Company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. IND AS is not applicable to the Company because Companies listed on SME exchanges are not required complying with IND AS. The estimates andjudgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a trueand fair manner, the form and substance of transactions and reasonably present the Company s state of affairs, profits and cash flows for the year ended March 31, 2020.The Company has neither revised the financial statements nor the report of Board of Directors.

11. Subsidiary Companies/Joint Venture/ Associates Company

The Company does not have any Subsidiary/Joint Venture/Associates Company as on 31.03.2020.

12. Consolidated Financial Statements :-

The Company has no Subsidiary, Associate or Joint Venture and therefore question of Consolidated Financial Statements do not arise.

13. Management Discussion & Analysis Report

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2020 as Annexure-A.

14. Corporate Governance

Corporate Governance at Debock Sales and Marketing Limited is evolved by not only ensuring compliance with regulatory requirements but also by being responsive and responsible to the needs of stakeholders with rewarding environment. Your Company believes that best Corporate Governance practices are critical to enhance and retain investor trust.

We, at Debock Sales and Marketing Limited, believe that good and effective Corporate Governance is critical to achieve corporate vision and mission of the organization; it is more of an organizational culture than a mere adherence to rules and regulations. Law are alone cannot bring changes and transformation, and voluntary compliance both in form and in substance plays an important role in developing good Corporate Governance.

As our company is listed on SME Emerge Platform of National Stock exchange Limited (NSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company. Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

15. Auditors:-

a) Statutory Auditors:-

M/s Mittal & Associates, Chartered Accountants (Firm Registration No. 106456W) were appointed by the shareholders at the Eleventh Annual General Meeting held on 30th September, 2019, for five financial years to hold office till the conclusion of the 16th Annual general Meeting of the company.

Hence, the term of the said Statutory Auditors shall expire at the 16th Annual General Meeting of the company to be held in the year 2024 as per the provisions of Section 139 of the Companies Act, 2013.

The auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Independent Auditors Report:- There were certain observations and remarks raised by the Auditors of the Company in CARO Report. Apart from that, the Independent auditor s report is self-explanatory and therefore, needs no comments.

b) Cost Auditors:-

The Central Government has not prescribed maintenance of cost record for the business activity in which the Company is engaged; therefore the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Amendment Rules, 2014 are not applicable to the Company.

c) Secretarial Audit:-

In terms of Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the has appointed, M/s. Ayush Khandelwal & Associates, Practicing Company Secretaries, Jaipur (Membership no. 41316) & (CP No 19171) as a Secretarial Auditors of the Company. There are certain observations and remarks made by Secretarial Auditors of the Company by the Secretarial Auditor in the Secretarial Audit Report. The report of the Secretarial Auditors is enclosed as Annexure B to this report.

16. Vigil Mechanism / Whistle Blower Policy

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board.This policy would help to create an environment wherein individuals feel free and secure to raise an alarm, whenever any fraudulent activity takes place or is likely to take place. It will also ensure that complainant(s) are protected from retribution, whether within or outside the organization.

17. Risk Management

In today s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The risk management framework is reviewed periodically by the Board and the Audit Committee. Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Business Risk Evaluation and Management is an on-going process within the Organization. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. At present the company has not identified any element of risk which may threaten the business (or) existence of the company.. Your Company has identified the following risks:

(A) Commodity Price Risk

Risk of price fluctuation on basic raw materials as well as finished goods used in the process of manufacturing. Your Company commands excellent business relationship with both suppliers and buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods.

(B) Interest Rate Risk

Any increase in interest rate can affect the finance cost. Your Company s dependency on interest bearing debt is reasonably low therefore risk on account of any unforeseen hike in interest rate is very nominal.

(C) Human Resource Risk

Your Company s ability to deliver value is dependent on its ability to attract, retain and nurture talent.

Attrition and non availability of the required talent resource can affect the overall performance of the Company. By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work. Also recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.

(D) Competition Risk

The increase in competition can create pressure on margins, market share etc. However, by continuous efforts to enhance the brand image of the Company by focusing on, quality, cost, timely delivery, best customer service and by introducing new product range commensurate with demands, your Company plans to mitigate the risks so involved.

(E) Compliance Risk

Any default can attract penal provisions. Your Company regularly monitors and reviews the changes in regulatory framework through various legal compliance management tools to avoid any such compliance related risk.

(F) Industrial Safety, Employee Health and Safety Risk

The Electrical industry is labour intensive and is exposed to accidents, health and injury risk due to machinery breakdown, etc. By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.

18. .Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

While the past performance and current impacts of Covid-19 are material elements to be shared with the investors, it is company s business prospects as seen by the management that matters the most. Following are the changes undergone by the company during the year till date due to this pandemic situation-

1. Impact of COVID-19 on Operations of Business:

Due to the impact of COVID19 and in accordance with various initiatives and directions of both Central and State(s) Government from time to time including Janta Curfew and subsequent nationwide lock down, the operations of the Company were suspended at its office/showroom/manufacturing unit from March 22, 2020, which has negative impacted itsoperations of the Company during last week of March, April and May 2020.

2. Material Impact of COVID-19 on Capital and Financial Position

As on date the company has adequate capital. As regards financial resources, the financial aid announced by government for MSME, if received would definitely help us to survive in near future. This will affect the profitability for the year 2020-21 which will be at lower level because of reduction in sales due to the impact of COVID-19 lockdown and rescission in the market. None ofour Assets got impaired due to COVID -19 effects till date. The Company has a sound internal financial reporting and control mechanism and wherever applicable additional controls are being added to address the current situation.

19. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

There are no significant and material order passed by the Regulators/ court that would impact the going concern status of the company and its future operations.

20. Deposits

Your Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

21. Information Pursuant to Rule -5 of the Companies (Appointment and Remuneration) of Managerial

Person, Rule 2014 of the Companies Act, 2013 :-

None of the Employee is in receipt of remuneration in excess of limits prescribed under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, i.e The Company has not employed any employee for any post that has paid remuneration in excess of Rs.1,02,00,000/- per annum or in excess of Rs.8,50,000/-per month.

22. Mandatory Update of Pan and Bank Details against your Share Holding:-

Pursuant to SEBI circular SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th April, 2018, shareholders whose ledger folios do not have/have incomplete details with respect to PAN and Bank Account particulars are mandatorily required to furnish these details to the Issuer Company/RTA for registration in the folio. As per the records of the Company, few Shareholders folio needs to be updated with the PAN / Complete

Bank Account details so that the investments held by them are in compliance with the aforementioned circular.

Such Shareholders are hence requested to submit the following documents within 21 days of receipt of this communication:

• Enclosed Form duly filled in and signed by all the shareholders.

• Self-Attested Copy of Pan Card of all the shareholders,

• Cancelled Cheque Leaf with Name (if name is not printed on cheque - self-attested copy of first page of pass book) of all the shareholders and

• Address Proof (self-attested copy of Aadhaar-Card of all the shareholders)

23. Particulars of Loans, Guarantees or Investments

Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

24. Particulars of Contracts or Arrangements with Related Parties

All transactions entered with the Related Parties during the financial year were in the ordinary course of business and on Arm s Length Basis and do not attract the provisions of section 188 of the Companies Act,

2013 and rules made there under. Disclosure in form AOC- 2 in terms of section 134 of the Companies Act, 2013 and its rules in the Annexure-C to the directors report.

Related party transactions have been disclosed under significant accounting policies and notes forming part of the financial statements in accordance with "Accounting Standard 18". None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arm s length basis or fair value.

25. Environment and Safety

Your Company is driven by principles of sustainability incorporating environment, employees and society aspects in all our activities. We are focused on employee well-being, developing safe and efficient products, minimizing environmental impact of our operations and products and minimizing the impact of our operations on society. Your Company is conscious of the importance of environmentally clean and safe operations and ensure of all concerned, compliances, environmental regulations and preservation of natural resources. Debock Sales & Marketing Limited recognizes quality and productivity as a pre-requisite for its operations and has implemented ISO 9001:2000. Continuous efforts to preserve the environment are pursued.

Employees well-being and safety is of paramount importance to us. Creating a safe and healthy work environment is the most material issue in our operations. The focus is to continuously improve our health and safety performance. Our operations are comparatively safe and do not use significant amount of hazardous materials. All our employees are provided with relevant personal protective equipment according to the nature of work handled. They are also imparted relevant training on safety and handling of hazardous materials.

26. Corporate Social Responsibility Initiatives

As per provisions of Section 135 of the Company Act 2013, and rules made there under, the CSR is not applicable on your company for the Financial Year 2019-20.

27. Directors Responsibility Statement

To the best of knowledge and belief and according to the information and to the information and explanation obtained by them, your directors make the following statement in terms of section 134(3) (c)

a) In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if there any.

b) 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 & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2020 and of the Profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularity.

d) The Directors have prepared the Annual Accounts of the Company on a going concern basis.

e) The Directors have laid down internal financial control to be followed by the company and such internal financial control are adequate and were operating effectively; and

f) The Directors have devised proper system to ensure compliance with the provision of all applicable law and that such system operating effectively.

28. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed in Annexure-D an integral part of this report.

29. Internal Control Systems and Their Adequacy

The Company has adequate internal control system, commensurate with the size of its operations. Adequate records and documents are maintained as required by laws. The Audit Committee reviews adequacy and effectiveness of the Company s internal control environment and monitors the implementation of audit recommendations. The Audit Committee gives valuable suggestions from time to time for improvement of the company s business processes, systems and internal controls. All efforts are being made to make the internal control systems more effective.

30. Nomination And Remuneration Policy of Directors, Key Managerial Personnel and Other Employees

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the have approved a policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are Objective, Role of Committee, Appointment and removal of directors/KMP/ Senior Management, Terms & tenure, Evaluation, Policy For Remuneration To Directors/ KMP/ Senior Management Personnel etc.

The Company s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure-F and forms part of this Report.

31. Human Resource Management, Health and Safety

At Debock sales and Marketing Limited (DSML), we consider our employees as the most valuable resource and ensure strategic alignment of Human Resource practices to business priorities and objectives. Our constant endeavour is to invest in people and people processes to improve human capital for the organization and service delivery to our customers. Attracting, developing and retaining the right talent will continue to be a key strategic imperative and the organization continues its undivided attention towards that. We would like to take this opportunity to express appreciation for the hard work and commitment of the employees of the Company and look forward to their continued contribution.

DSML strives to provide a conducive and competitive work environment to help the employees excel and create new benchmarks of productivity, efficiency and customer delight. At DSML, the Human Resource agenda continues to remain focused on reinforcing the key thrust areas i.e. being the employer of choice, building an inclusive culture and a strong talent pipeline and building capabilities in the organization. To maintain its competitive edge in a highly dynamic industry, we recognize the importance of having a work force which is consumer-focused, performance-driven and future-capable. In keeping with this, a number of policies and initiatives have been drawn up like regular employee engagement surveys, focusing on objective performance management system with key result areas and performance indicators. These initiatives ensure a healthy balance between business needs and individual aspirations.

At DSML, we ensure that there is full adherence to the code of ethics and fair business practices. DSML provide equal opportunity in all aspects of employment, including recruitment, training, work conditions, career progression, etc. that reconfirms our commitment that equal employment opportunity is a component of our growth and competitiveness. Further, DSML is committed to maintaining a workplace where each employee s privacy and personal dignity is respected and protected from offensive or threatening behaviour including violence. The Company believes in empowering its employees through greater knowledge, team spirit and developing greater sense of responsibility.

The company has a policy on prohibition, prevention and Redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under "The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal) Act, 2013".

During the year, no complaint was lodged.

32. Particulars of Employees

Ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year: -

The information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year, (in Annexure G).

33. Annual Return

As required under Section 134(3)(a)of the Act, the Annual Return is put up on the Company s website and can be accessed at http://debockgroup.com/Investors.

34. Extract Of Annual Report

As required pursuant to section 92(3) of the Companies Act, 2013 read with Rule 12(1) of th Companies (Management and Administration) Rules, 2014, (as amended) is furnished in the Form MGT 9.

The Extract of Annual Return is attached herewith as Annexure-H and is displayed on the website ofthe Company www.debockgroup.com.

35. Dematerialisation of Shares

As now, your Company is listed from 5th June, 2018, the shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on today, 100% of the share capital stands dematerialized.

36. Internal Financial Control

According to Section 134(5) (e) of the Companies Act, 2013, the term financial control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the company s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

37. Cautionary Statement

Statements in this report, describing the Company s objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Other laws & regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the

Company s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

38. Acknowledgement

The Directors of your Company acknowledge a deep sense of gratitude for the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication. The Directors also thanks the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.