Decorous Investment And Trading Co Ltd Directors Report.

Dear Stakeholders,

Your Directors have pleasure to present herewith the 35th Annual Report for the year ended 31.03.2018. FINANCIAL RESULTS

(in Rupees)

Particulars For the Year ended 31.03.2018 For the Year ended 31.03.2017
Income from Operations 10,00,000.00 1,51,61,245.00
Other Income/Receipts 3,66,998.00 6,48,596.32
Total Income 13,66,998.00 1,58,09,841.32
Total Expenditure 13,00,537.37 1,57,20,924.17
Exceptional Items 0.00 3,36,976.00
Profit/(Loss) before Tax 66,460.63 (2,48,058.85)
Provision for Tax 24,277.33 31,788.42
Net Profit/(Loss) 42,183.30 (2,79,847.27)

FINANCIAL HIGHLIGHTS

During the year under review your company was carrying-out the business of Gems & Jewellery and closed the said activities due to competition, commercial & other reasons and resolved to start the business activities relating to real estate, commission, agents, brokers, consultancy, trading / purchase & sale of commodities & bullion, etc., as per the main objects as contained in MOA. Company has received the total revenue of Rs. 13,66,998.00 Net Profit after Tax for the year under consideration is Rs. 42,183.30. Your Company hopes to increase its presence in the business in the coming years, which may increase the top line and also its profitability.

TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves & Surplus account.

LIQUIDITY

Company continues to maintain sufficient funds to meet the desired strategic Objectives.

DIVIDEND

Your directors do not consider it desirable to recommend / declare any dividend.

CAPITAL

During the Financial Year 2017-18, there is no change in share capital:

• Buy Back of Securities : Company has not bought back any of its securities.
• Sweat Equity Shares : Company has not issued any Sweat Equity Shares.
• Bonus Shares : No Bonus Shares were issued during the year.
• Preference Shares / Debentures : Company has not issued any Preference Shares/ Debentures
• Employees Stock Option Plan : Company has not provided any Stock Option Scheme.

Subsequent to 31.03.2017 & 31.03.2018 there has been no change in authorized, issued, subscribed and paid-up equity share Capital of the company. Authorised share capital as on 31.03.2018 is Rs. 4,00,00,000 divided into 40,00,000 Equity Shares of Rs.10/- each and the Paid-up capital stands at Rs. 3,45,00,000/-.

DIRECTORS

In accordance with the provisions of Companies Act, 2013 and Articles of Association, Mr. Amit Gupta, Director, retires by rotation in the ensuing AGM and being eligible, offers himself for re-appointment.

• Mr. Raj Kumar Gupta was appointed as an Additional Director on 30.04.2014 and subsequently on 23.08.2014 was appointed as Whole Time Director & Chief Financial Officer of the Company.

• Mr. P. N. Baidya was Non-Independent Director from 01.01.2004 & Resigned on 01.01.2018

• Ms. Lalita Mittal is Independent Director w.e.f. 19.07.2014

• Mr. Pankaj Aggarwal is Independent Director w.e.f. 19.07.2014

• Mr. Amit Gupta is Non-Independent Director w.e.f. 29.01.2015

KEY MANAGERIAL PERSONNEL

• Ms. Karishma Jain (ACS - 46124) was Company Secretary cum Compliance Officer of the company from 10.08.2016 and resigned on 07.10.2017.

• Mr. Manish Sinha (ACS - 39188) has joined as Company Secretary cum Compliance Officer w.e.f. 16.07.2018

• Shri Raj Kumar Gupta (DIN: 00074532) is WTD & CFO of the Company.

MEETING OF THE BOARD

5 (Five) Meetings of the Board were held during reporting period, the details of which are given in the CGR.

(Maximum Gap of 120 days between two consecutive Board Meetings has been complied with)

LOANS, GUARANTEES AND INVESTMENTS

Company has not given any Guarantee, provided any Security and made an Investment during the reporting period as specified u/s 186 of Companies Act, 2013.

PERFORMANCE EVALUATION OF BOARD MEMBERS

With a view to improving performance and effectiveness, Board Members are now increasingly deploying Board performance evaluation tools to identify areas of improvement benchmarking themselves against leading practices. Realizing the trends and challenges, the regulators around the world have mandated Board evaluations.

PUBLIC DEPOSIT

The Company has neither accepted nor renewed any deposits during the Financial Year 2016-17 in terms of Chapter V of the Companies Act, 2013, therefore, information in this regard is NIL.

STATUTORY AUDITORS

To re-appoint M/s G. K. KEDIA & CO, Chartered Accountants, FRN - 013016N, as statutory auditors of the company, who have confirmed their eligibility, to hold office from conclusion of this AGM till the conclusion of next AGM on such remuneration as may be fixed by the Board.

STATUTORY AUDITORS REPORT

Auditors Report being self-explanatory requires no Comments from the Directors and there are no reservations, or qualifications or adverse remarks in the Audit Report in respect to FY 2017-18 and does not require/ call for any major explanation from the Board of Directors.

Ms. Karishma Jain (ACS - 46124) resigned on 07.10.2017 and Mr. Manish Sinha (ACS - 39188) has joined as Company Secretary cum Compliance Officer w.e.f. 16.07.2018

SECRETARIAL AUDITORS

Board has re-appointed M/s B. Bhushan & Co., Practicing Company Secretary, to conduct Secretarial Audit for the FY 2018-19. Secretarial Audit Report for the financial year 2017-18 is annexed with Directors Report.

There are no qualifications or reservations or other adverse remarks by Secretarial Auditors in the Report for the FY 2017 - 18 and does not require/ call for any major explanation from the Board of Directors.

Ms. Karishma Jain (ACS - 46124) resigned on 07.10.2017 and Mr. Manish Sinha (ACS - 39188) has joined as Company Secretary cum Compliance Officer w.e.f. 16.07.2018

INTERNAL AUDITORS

Board has re-appointed M/s Mittal Jindal & Associates, Chartered Accountants, to conduct Internal Audit for FY 2018-19 COST AUDITORS

Provisions of Section 148 does not apply to the Company and hence, Cost Auditors need not to be appointed.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by Auditors u/s 143(12) including those which are reportable to the Central Government. LISTING OF SHARES

Equity Shares of the Company are listed on BSE Ltd. and CSE Ltd and Delhi Stock Exchange Limited (DSE stands de

recognized). Company has complied with the requirements of Listing Agreement(s) during the period under review.

• Annual Listing Fee stands paid to BSE Ltd. for & upto-date 31.03.2019.

• Annual Custodial Fee stands paid to CDSL & NSDL.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015, the "Managements Discussion and Analysis Report" is presented in a separate section forming part of the Annual Report

SUBSIDIARIES AND JOINT VENTURES COMPANIES

During the year under review, your Company does not have any subsidiary & holding companies and no type of joint- venture, merger or amalgamation.

PARTICULARS OF EMPLOYEES

In terms of the provisions of the section 197(2) of the Companies Act, 2013 read with rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the Employee drew remuneration in excess of the limit Set out in the said Rules.

CORPORATE GOVERNANCE

Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Corporate Governance is about maximizing shareholders value ethically and sustainably. We believe sound corporate governance is essential criteria to enhance and retain investors reliance. We always seek to ensure that our performance is driven by integrity. As required under Regulation 34 (3) read with Part C of Schedule V to the SEBI (LODR) Regulations, 2015, Report on Corporate Governance is annexed herewith and forms part of this Annual Report. The requisite Certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the Corporate Governance Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Board as on date consists of four members, one of whom is Executive (CFO) & WTD and 2 are independent directors and 1 is non-independent director. Board consists of appropriate mix of executive & independent & non-independent woman directors to maintain the independence of the Board and to separate its functions of governance and management.

Policy on Directors Nomination and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required u/s 178(3) and there has been no change in the Policy.

INDEPENDENT DIRECTORS

Independent Directors of the company have met 2 times in the financial year 2017 - 18, including for :-

(a) to review the performance of non - independent Directors and the Board as a whole,

(b) to review the performance of Board, taking into account the views of executive and nonexecutive directors;

(c) to assess the quality, quantity and timeliness of flow of information between the management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

DECLARATION BY INDEPENDENT DIRECTORS

Ms. Lalita Mittal and Mr. Pankaj Aggarwal are Independent Directors on the Board of your company. Company has received necessary declarations from each Independent Director u/s 149(7), and in the opinion of the Board and as confirmed by these Directors that both of them meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.

BOARD EVALUATION

As mandated under the SEBI (LODR) Regulations, 2015, the Board shall review and monitor the Board evaluation framework. The Board evaluates various parameters such as decision - making, relationship with stakeholders, company performance and strategy, checking of Board and committees effective working, etc.

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and directors. Schedule IV to the Companies Act, 2013 states that the performance evaluation of independent director shall be done by entire Board, excluding director being evaluated.

Evaluation of all the Directors and the Board as a whole has been conducted. Board approved the evaluation results as collated by the "Nomination and Remuneration Committee."

DECLARATIONS BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

Annual Report of the Company contains a Certificate by the CFO / CEO in terms of Para D of Schedule V to the SEBI (LODR) Regulations, 2015 on the declarations received from the Directors and the Senior Management personnel affirming compliance with the Code applicable to them during the year ended 31.03.2018.

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 is not applicable to the company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Code of Conduct for the Prevention of Insider Trading is in accordance with the requirements specified in the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the Board has adopted the same. Insider Trading Policy explains the guidelines and procedures to be followed and disclosures to be made while dealing with the shares as well as the consequences of violation of norms. Insider Trading Policy is available on the website of the company.

UNIFORM LISTING AGREEMENT

SEBI issued SEBI (LODR) Regulations, 2015 which became effective from 01.12.2015 by replacing existing Listing Agreement. Company executed New Listing Agreement(s) with BSE Ltd. and CSE Ltd. during February 2016.

OPERATIONS

Our reputation for excellence and integrity earned through the consistent delivery of quality work and by adhering to the standard of business conduct through principles of Corporate Governance continues to be our most valuable assets. As we position ourselves for the future and our standard of excellence, integrity and accountability will serve us well.

Further, no material events, commitments and changes occurred between the end of the financial year of the company to which the financial statements relate and the date of this Report.

VIGIL MECHANISM

Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of Regulation 4(2) (d) and Regulation 22 of SEBI (LODR) Regulations, 2015, includes an Ethics & Compliance Task Force comprising of Senior Executives of the company. Protected disclosures can be made by a whistle blower through an e-mail or telephone line or a letter to the Task Force or to the Chairman of Audit Committee. Policy on vigil mechanism is available on the Companys website.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of the Companies Act, 2013 relating to CSR do not mandatorily apply to your company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions, if any, entered by the company during the financial year 2017-18 with related parties were in the ordinary course of business and on an arms length basis. During the year, the company has not entered into any significant contract / arrangement / transaction with related parties which could be considered material. Your Directors draw attention of the members to "Notes to the Financial Statements" (Form AOC-2) which sets out Related Party Disclosures.

RISK MANAGEMENT POLICY

Risk Management Policy is not applicable to your company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/ COURTS/ TRIBUNALS/ INCOME TAX

No significant and material Orders were passed by the regulators or courts or tribunals or income tax dept, etc. impacting the going concern status and companys operations.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys 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.

Company has a well placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the internal audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are

authorised, recorded and reported correctly. Internal Auditors independently evaluate the adequacy of internal controls and audit the transactions. Independence of the audit and compliance is ensured by timely supervision of the Audit Committee over Internal Audit findings. Significant audit observations and corrective actions suggested are presented to the Audit Committee on regular basis.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :-

Company has adopted the Policy for prevention of Sexual Harassment of Women at workplace and has authorised remuneration & nomination committee for implementation of said policy and No Complaints has been received during the financial year.

DETAILS OF COMMISSION RECEIVED BY MD / WTD

None of the Directors have received any commission during the year under review.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your company has closed the business of Gems & Jewellery and started the business of Real Estate, agents, brokers, consultancy, commission, distribution, trading / purchase & sale of commodities & bullion, etc. for which proper records have been maintained.

Further, the company has no Subsidiary and therefore information regarding any change in Subsidiaries or in the nature of business carried on by them is not applicable to the company.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no significant/ material Events to be reported under this head.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements u/s 134 (3)(c) of Companies Act, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended 31.03.2018, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs as at 31.03.2018 and of the profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(f) the Directors had devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your company did not have any funds lying unpaid or unclaimed for a period of seven years, therefore, there were no funds which were required to be transferred to IEPF.

COMPLIANCES

Company has devised proper systems to ensure compliances of all Laws applicable to the company and the compliance reports are placed before the Board confirming compliances by the company with all applicable Laws.

SHARE TRANSFER SYSTEM

Shares lodged for physical transfer are registered within a period of 15 days, if the documents are clear and complete in all respects. The shares duly transferred would be dispatched to the Shareholders upon approval of transfers. Adequate care is taken to ensure that, no transfers are pending for more than a fortnight. As bulk of the Companys shares is currently in dematerialized form, the transfers are processed and approved in the electronic form by NSDL / CDSL through depository participants. Alankit Assignments Limited is the Share Transfer Agent for both physical and dematerialized mode.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to this Clause are given below:

A. CONSERVATION OF ENERGY

Your company did not use any significant energy during the year under review. Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your company has not imported any technology for any research and development.

C. TECHNOLOGY ABSORPTION

Your company has not imported any technology; however, we believe and use information technology in all spheres of our activities to improve efficiency levels.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO.

31.03.2018 (Amt.) 31.03.2017 (Amt.)
Foreign Exchange Earnings Nil Nil
Foreign Exchange Outgo Nil Nil

CEO/CFO CERTIFICATION

In accordance with the Regulation 17 (8) read with Part B of Schedule V to the SEBI (LODR) Regulations, 2015 pertaining to corporate governance norms, Mr. Raj Kumar Gupta, Whole Time Director & CFO of the company, have certified, inter- alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended 31.03.2018. The said Certificate forms an integral part of this Annual Report and the Certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

FINANCIAL STATEMENTS

Annual Report of F.Y. 2017-18 of the Company containing complete Balance Sheet, Statement of Profit & Loss, other Statements and Notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors Report (including Management Discussion and Analysis Report and Corporate Governance Report) etc. are being sent via email to shareholders who have provided their Email address (es) and to others the Annual Report is being sent by post. Full version of Annual Report is also available for inspection at the registered office of the company during working hours upto the date of ensuing Annual General Meeting (AGM). It is also available at the Company‘s website www.ditco.in .The Notice of the AGM shall also be placed at the website of NSDL/CDSL. Please note that Members will be entitled to be supplied, free of cost, Annual Report, upon receipt of written request from members.

DEMATERIALIZATION OF SHARES

As mentioned in companys earlier Annual Reports, the companys equity shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. About 98.54% of the issued shares of the company are already in dematerialized form. M/s Alankit Assignments Limited, New Delhi is acting as the RTA for this purpose and acts as share agency in terms of SEBI Guidelines.

EXTRACT OF ANNUAL RETURN (MGT - 9)

Pursuant to section 92(3) of Companies Act, 2013 (‘the Act) and Rule 12(1) of Companies (Management and Administration) Rules, 2014, Extract ofAnnual Return is Annexed herewith to Directors Report.

DISCLOSURES

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015, an Audit Committee is duly constituted.

Audit Committee as on March 31,2018 comprises of the following Directors:-

Sr. No. Name of the Director Category of Director
1. Mr. Pankaj Aggarwal Chairman, Non- Executive & Independent Director
2. Mr. Raj Kumar Gupta Member, Executive & Non- Independent Director
3. Ms. Lalita Mittal Member, Non- Executive & Independent Director

Details of Audit Committee have been separately given in the Corporate Governance Report.

Further, recommendations of Audit Committee were accepted by the Board of Directors.

REMUNERATION AND NOMINATION COMMITTEE

In terms of Regulation 19 of SEBI (LODR), Regulations, 2015 and pursuant to the provisions of Section 178(1) of the Companies Act, 2013, Nomination & Remuneration Committee is duly constituted.

The Nomination and Remuneration Committee as on March 31,2018 comprises of the following Directors:-

Sr. No. Name of the Director Category of Director
1. Mr. Pankaj Aggarwal Chairman, Non- Executive & Independent Director
2. Ms. Lalita Mittal Member, Non- Executive & Independent Director
3. Mr. Amit Gupta Member, Non- Executive & Non- Independent Director

Details of Remuneration Policy and Committee are furnished in the CGR, which is annexed herewith. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE

In terms of Regulation 20 of SEBI (LODR), Regulations, 2015, the Stakeholders Relationship Committee is duly constituted. Shareholders / Investors Grievance Committee as on March 31, 2018 comprises of following Directors:-

Sr. No. Name of the Director Category of Director
1. Mr. Raj Kumar Gupta Chairman, Executive & Non- Independent Director
2. Ms. Lalita Mittal Member, Non- Executive & Independent Director
3. Mr. Amit Gupta Member, Non- Executive & Non- Independent Director

Details of Committee(s) are furnished in the Report on Corporate Governance, which is annexed herewith.

E-VOTING

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of sEbI (LODR) Regulation 2015.

The above Rule 20 of the Companies (Management and Administration) Rules, 2014 have been amended on March 19, 2015 to introduce a new concept of e-voting i.e. E-Voting at general meeting through an electronic voting system. To comply with the requirements of new Companies Act, 2013 and to ensure good governance for its members, your company has provided e-voting facility for its general meetings to enable its members to participate in the voting electronically. The instruction(s) for e-voting for ensuing AGM is also provided with Notice to shareholders of this Annual Report. Company has signed necessary agreements with NSDL and CDSL to facilitate e-voting for member(s).

APPRECIATION

Your Directors wish to express their sincere appreciation to its valued Clients, Bankers, various Regulators, Departments & Agencies and Employees of the company, etc, for their continued valued support, guidance & co-operation.

By Order of the Board of Directors DECOROUS INVESTMENT & TRADING CO. LTD.

Raj Kumar Gupta - DIN: 00074532

Place : New Delhi WTD & CFO

Dated: 10.08.2018 B-15, Panchsheel Garden,

Naveen Shahadara, Delhi- 110032