Directors Report of Decorous Investment & Trading Co. Ltd.

Mar 31, 2024

Your Directors have pleasure to present herewith the 41st Annual Report for the year ended 31.03.2024.

FINANCIAL RESULTS (in Ru pees)

Particulars	For the Year ended 31.03.2024	For the Year ended 31.03.2023
Revenue from Operations	33,75,180.00	20,57,940.00
Other Income / Receipts	21,64,600.00	19,16,990.00
Total Income	55,39,780.00	39,74,930.00
Total Expenditure	36,15,090.00	26,57,670.00
Exceptional Items	0.00	0.00
Profit / (Loss) before Tax	19,24,690.00	13,26,280.00
Provision for Tax	4,86,190.00	3,45,100.00
Net Profit / (Loss)	14,38,500.00	9,81,180.00

FINANCIAL HIGHLIGHTS

During the previous years under review your company was carrying-out the business activities relating to real estate,
commission, agents, brokers, gems & jewellery, consultancy, trading/ service providers, etc., as per the Objects as
contained in MOA. Company has received the total revenue of Rs. 55,39,780.00. Net Profit after Tax for the year under
consideration is Rs. 14,38,500.00. 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 2023-24, 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 31.03.2024 there has been no change in authorized, issued, subscribed and paid-up equity share Capital
of the company. Authorised share capital as on 31.03.2024 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 and again re-appointed in AGM held on
25.09.2019.

• Ms. Lalita Mittal, an Independent Director w.e.f. 19.07.2014 & again re-appointed in AGM on 25.09.2019 and who
ceases to be a director on 20.09.2023 due to demise.

• Mr. Pankaj Aggarwal, an Independent Director w.e.f. 19.07.2014 & again re-appointed in AGM on 25.09.2019 and
he ceases to be a Director, upon his resignation on 17.05.2024.

• Mr. Amit Gupta is Non- Independent Director w.e.f. 29.01.2015 and again re-appointed in AGM held on 25.09.2019.

During year under review, on the recommendation received from Nomination & Remuneration Committee, Board had
appointed Mr. Rishav Gautam (DIN:07566817) as Additional Director (Non-Executive & Independent Director) with effect
from 21.05.2024 and who hold office upto the date of forthcoming 41* Annual General Meeting. Mr. Rishav Gautam is
eligible to be appointed as Director. It is proposed to appoint Mr. Rishav Gautam as an Independent Director, not liable to
retire by rotation, upto a period of five (5) consecutive years w.e.f. 21.05.2024.

During year under review, on recommendation received from Nomination & Remuneration Committee, Board had
appointed Mr. Jitendra Kumar(DIN:06614727) as Additional Director (Non-Executive & Independent Director) with effect
from 21.05.2024 and who hold office upto the date of the forthcoming 41* Annual General Meeting. Mr. Jitendra Kumar is
eligible to be appointed as Director. It is proposed to appoint Mr. Jitendra Kumar as an Independent Director, not liable to
retire by rotation, upto a period of five (5) consecutive years w.e.f. 21.05.2024.

During year under review, on recommendation received from Nomination & Remuneration Committee, Board had
appointed Ms. Neha Sarpal(DIN: 07139305) as Additional Woman Director (Non-Executive & Independent Director) with
effect from 09.11.2023 and who hold office upto the date of the forthcoming 41* Annual General Meeting. Ms. Neha Sarpal
is eligible to be appointed as Director. It is proposed to appoint Ms. Neha Sarpal as an Woman Independent Director, not
liable to retire by rotation, upto a period of five (5) consecutive years w.e.f. 09.11.2023.

Brief Profile(s) of these Director(s) are given in Notice of forthcoming 41* Annual General Meeting. The above
appointment(s) and re-appointment(s) form a part of Notice of ensuing Annual General Meeting and Resolution(s) are
recommended for Members’ approval.

Company has received Declarations from Independent Directors of Company confirming that they continue to meet the
criteria of independence, as prescribed under applicable provisions of Companies Act and Listing Regulations.
Independent Directors have also confirmed that they have complied with the Code of Conduct of Company and that they
have registered themselves as an Independent Director(s) in the data bank maintained with the Indian Institute of
Corporate Affairs. The appointment/ re-appointment is based on performance evaluation carried out by Board of Directors
in accordance with the provisions of Companies Act, 2013 & Listing Regulations.

KEY MANAGERIAL PERSONNEL

• Mrs. Preetika Mishra (ACS - 32490) has joined as Company Secretary cum Compliance Officer w.e.f. 07.02.2022.

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

MEETING OF THE BOARD

Four Meetings of Board were held during reporting period, details of which are given in CGR.

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

LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section-186 of Companies Act, 2013 and Schedule V of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 (“Listing Regulations” ),Company neither has, directly nor indirectly, given any loan to its
Directors nor extended any guarantee or provide any security in connection with any loan taken by them.
PERFORMANCE EVALUATION OF BOARD MEMBERS

With a view to improve performance and effectiveness, Board Members are now increasingly deploying Board
performance evaluation tools to identify areas of improvement benchmarking themselves against leading practices.
PUBLIC DEPOSIT

Company has neither accepted nor renewed any Deposits during FY 2023-24 in terms of Chapter V of the Companies Act,
2013; therefore, information in this regard is NIL.

SECRETARIAL AUDITORS

Board has re-appointed M/s B. Bhushan & Co., Practicing Company Secretary, to conduct Secretarial Audit for FY 2024¬
25. Secretarial Audit Report and Secretarial Compliance Report for the FY 2023-24 is annexed with Directors’ Report.
There are no major serious qualifications or reservations or other adverse remarks by Secretarial Auditors in Report for
FY 2023-24 except as stated in Secretarial Audit Report & Secretarial Compliance Report and are self explanatory and
does not require/ call for anyfurther explanation from Board of Directors and same are under process of compliances.

INTERNAL AUDITORS

Internal Audit Report of FY 2023-24 does not contain any major serious adverse remarks except as stated in I nternal Audit
Report and are self explanatory and does not require/ call for any further explanation from Board of Directors and same
are under process of compliances.

Board has re-appointed M/s Mittal Jindal & Associates, Chartered Accountants, to conduct Internal Audit of FY 2024-25
under Section 138 of the Companies Act, 2013.

STATUTORY AUDITORS

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

STATUTORY AUDITORS’ REPORT

Auditors’ Report dated 21.05.2024, being self-explanatory, requires no Comments from the Directors and there are no
major serious reservations or qualifications or adverse remarks in Audit Report in respect to FY 2023-24, except as stated
by Secretarial Auditors and does not require/ call for any further explanation from Board of Directors and are under
process of compliances.

COST AUDITORS

Provisions of Section 148 do not apply to 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 Company are Listed on BSE Ltd., Calcutta Stock Exchange (CSE) and Delhi Stock Exchange (DSE
stands de-recognized) & Company has complied with the requirements of listing agreement(s) during period under
review. All Quarterly & Yearly Compliances are upto-date, scanned pdf files are emailed, uploaded on BSE listing portal,
couriered by Speed-Post, xBrL submissions at Online Portal, uploaded at Company’s Website, etc.

• Listing Fee stands paid to BSE for & upto 31.03.2025.

• Annual Custodial Fee stands paid to NSDL & CDSL as per Bills recd.

VOLUNTARY DELISTING OF EQUITY SHARES FROM CALCUTTA STOCK EXCHANGE LTD.

This Notice is issued in compliance with Regulation 6,7 and other applicable regulations, if any, of the Securities &
Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (herein after referred as ‘Delisting regulations’) to
Equity Shareholders of “Decorous Investment & Trading Company Limited” (PAN:AAACD0851F)(herein after referred as
‘Company’) in respect of voluntary delisting of 34,50,000 Equity Shares of the face value of Rs. 10/- each, of Company
from The Calcutta Stock Exchange Limited (CSE). At present, the Shares of Company are listed on CSE and BSE Ltd.
The Board of Directors at its Meeting held on 09.11.2020, 08.11.2021 and subsequently also including on 07.02.2022, has
approved voluntary delisting of 34,50,000 Equity Shares of the face value of Rs. 10/- each, from CSE in accordance with
the Delisting Regulations and have communicated the same to CSE Listing Department. Considering CSE had seen a
halt/suspension in its trading activity since 2013, after the capital market regulator, Securities and Exchange Board of
India(SEBI), had barred trading at C-Star(the online platform of CSE), for non-compliance of clearing and settlement
norms. “It is status quo for CSE”. CSE’s own trading platform has been shut since 2013 following SEBI’s Directives and
also CSE have been asked to exit by SEBI but the matter is subjudice before Calcutta High Court while other 13 regional
stock exchanges have closed under the exit policy of SEBI.

Company has mailed various communications (Email Speed Post) to CSE in respect of De-listing of shares dated
09.03.2024, 19.03.2024, 26.03.2024 & 26.04.2024 & the matter is under follow-up process. However, the equity shares of
the company shall continue to remain listed on BSE Ltd., which is a recognized Stock Exchange and is having nation-wide
trading terminal as per Delisting regulations.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34 of SEBI (LODR) Regulations, 2015, “Management’s Discussion and Analysis
Report” is presented in a separate section forming part of Annual Report.

SUBSIDIARIES AND JOINT VENTURES COMPANIES

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

PARTICULARS OF EMPLOYEES

In terms of 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 Employee drew remuneration in excess
of limit Set out in the said Rules.

CORPORATE GOVERNANCE

CGR is not legally applicable to the Compnay, however, Company is committed to maintain 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 investor’s 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 compliances with conditions of corporate governance is attached to the
Corporate Governance Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Board consists of five members, one of whom is Executive (CFO) and WTD, 3 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 have additionally met 2 times in F. Y 2023-24 :

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

(b) To review the performance of Board, taking into account views of executive and non executive 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. Neha Sarpal, Mr. Jitendra Kumar & Mr. Rishav Gautam 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 all 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 reviews and monitors the Board evaluation
framework. The Board evaluates various parameters such as decision-making, relationship with stakeholders, company
performance and strategy, checking of Board and Committee’s 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 and Board approved the evaluation results as
collated by the “Nomination and Remuneration Committee.”

The Board has evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by
seeking inputs on various aspects of Board/Committee Governance and considered and discussed in details the inputs
received from the Directors.

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 as applicable to them during the year ended 31.03.2024.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of SEBI (LODR) Regulations, the top 1000 listed entities based on market capitalization
(calculated as on 31 March of every financial year), shall, in their annual report, include a business responsibility report
describing the initiatives taken by them from an environmental, social and governance perspective.

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

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 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.

WAIVER APPLICATION TO BSE LTD.

BSE levied a Fine of Rs. 3,12,700/- vide communication dated 14.12.2023 for non- submission of Related Party
Transaction in XBRL Mode under Reg. 23(9) for the period ended September 30, 2023 [Fines as per SEBI circular no.
SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11,2023 (Chapter-VII(A)-Penal Action for Non- Compliance)]

Company has submitted Complete & Proper Replies, from time to time in response to each e-mail from BSE, stating that
Company has fully complied with the legal Requirements & the requirements of Reg.15(2) & Reg. 23(9) of SEBI (LODR)
are not applicable to company during the period under review. Waiver Application dated 04.05.2024 has been submitted &
company is contesting the said allegation levied by BSE and the matter is under process.

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 to which the
financial statements relate and till 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 or to the Chairman of Audit Committee. Policy on vigil mechanism is available on the
Company’s website and also the company has complied with the provisions relating to the constitution of Internal
Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act
2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of 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 2023-24 with related
parties were in the ordinary normal course of business and on an “arm’s length basis”. During the year, the company has
not entered into any contract/arrangement/transaction with related parties which could be considered material Except
salary to WTD & CFO and Company Secretary as well as rent for Regd. Office.

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 THE 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 ongoing concern status and company’s 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 company’s policies, safeguarding 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 proper and adequate internal financial control system, commensurate with the size & scale 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 audit and compliance is ensured by timely supervision of the Audit Committee over Internal Audit
findings. Significant audit observations and corrective actions suggested, if any, are presented to Audit Committee on
regularly basis.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Company has adopted the Policy for prevention of Sexual Harassment of Women at workplace and has set up 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.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

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

CHANGES HAPPENING DURING THE FINANCIAL YEAR

There are no major / material changes and is carrying out the business of Real Estate, agents, brokers, consultancy,
commission, distribution, trading/purchase & sale of commodities & bullion, Service providers, gems & jewellery, 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.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts for the year ended 31.03.2024, the applicable accounting standards
had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs as at
31.03.2024 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;

(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; and

(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.

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 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 Company’s 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 OUTGO.

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

A. CONSERVATION OF ENERGY

Company did not use any significant energy during the year under review. 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

Company has not imported any technology for any research and development.

C. TECHNOLOGY ABSORPTION

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

D. FOREIGN EXCHANGE EARNINGS AND OUTGO

	31.03.2024	31.03.2023
	(Amt.)	(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 (DIN:00074532),WTD & 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 31.03.2024. The said Certificate forms an integral part of this Annual Report and the Certificate has been
reviewed by the Audit Committee and take non record by the Board of Directors.

FINANCIAL STATEMENTS

Annual Report of F. Y. 2023-24 of 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 all shareholders who have provided their Email address(es) and to Others also Full version of Annual Report is
also available for inspection at registered office of company during working hours upto the date of ensuing AGM. It is also
available at Company‘s website www.ditco.in.

NOTICE of AGM & Annual Report shall also be placed at the website of NSDL/CDSL.

Please note that Members will be supplied, free of cost, Annual Report, upon receipt of written request.

DEMATERIALIZATION OF SHARES

As mentioned in company’s earlier Annual Reports, company’s 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 agent 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 of Annual Return is Annexed herewith to Director’s Report.

DISCLOSURES
AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of Companies Act, 2013 and Regulation 18 of SEBI
(LODR) Regulations, 2015, an Audit Committee is duly constituted/re-constituted
Audit Committee comprises of following Director-

Sr.No.	Name of the Director	Category of Director
1.	Mr. Rishav Gautam	Chairman, Non-Executive & Independent Director
2.	Mr. Raj Kumar Gupta	Member, Executive & Non- Independent Director
3.	Ms. Neha Sarpal	Member, Non-Executive & Independent Director
4.	Mrs. Preetika Mishra (ACS-32490)	Company Secretary

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

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

NOMINATION AND REMUNERATION COMMITTEE

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

Nomination and Remuneration Committee comprises of following Directors:-

RFMIINFRATION AND NOMINATION OOMMITTFF

Sr. No.	Name of the Director	Category of Director
1.	Mr. Jitendra Kumar	Chairman, Non- Executive & Independent Director
2.	Ms. Neha Sarpal	Member, Non-Executive & Independent Director
3.	Mr. Amit Gupta	Member, Non-Executive & Non-Independent Director
4.	Mrs. Preetika Mishra (ACS-32490)	Company Secretary

Details of Nomination & 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/ re-constituted.

Shareholders /Investors Grievance Committee comprises of following Director-

Sr. No.	Name of the Director	Category of Director
1.	Ms. Neha Sarpal	Chairperson, Non- Executive & Independent Director
2.	Mr. Raj Kumar Gupta	Member, Executive & Non - Independent Director
3.	Mr. Amit Gupta	Member, Non-Executive & Non-Independent Director
4.	Mrs. Preetika Mishra	Company Secretary
	(ACS-32490)

Details of Committee are furnished in the Report on Corporate Governance.
RISK MANAGEMENT COMMITTEE: Not Applicable

E-VOTING

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 Departments & Agencies
and Employees of the company 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 : 10.08.2024

---

Mar 31, 2015

Dear Members,

The Directors present herewith the 32nd Annual Report for the year ended 31.03.2015.

FINANCIAL RESULTS

(In Rupees)

Particulars For the Year For the Year Ended 31.03.2015 Ended 31.03.2014

Income from Operations - 494,190

Sale of Jewellery 102,988,835 -

Surplus on purchase/sale of Bullion 243,249 - Commodities, etc.

Other Income 317,779 12,285

Total Income 103,549,863 506,475

Total Expenditure 101,564,115 32,116

Profit/(Loss) before tax 1,985,748 474,359

Provision for Tax 547,544 88,315

Net Profit/(Loss) 1,438,203 386,044

FINANCIAL HIGHLIGHTS

During the year under review your Company diversified into the business of Gems & Jewellery and purchase & sale of commodities, bullion, etc. Company has earned the total revenue of Rs. 103,549,863/- Net Profit after Tax for the year under consideration is Rs. 1,438,203/-. Your Company hopes to increase its presence in the business in the coming years, which may increase the top line and also its profitability.

DIVIDEND

In view of the requirement of funds for the expansion, your Directors do not consider it desirable to recommend any dividend in the current year.

SHARE CAPITAL

Authorised share capital as on 31.03.2015 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/-.

The Members in their meeting held on 29th September, 2014 had approved / resolved to create, issue & allot Upto 36,00,000 (Thirty Six lacs only) Equity Shares of face value of Rs. 10/- (Rupees Ten) shares on Preferential basis to the non-promoters to finance the business activities of the Company.

During the year your company had raised the funds by Allotment of only 34,50,000 equity shares of Rs. 10/- each, out of the 36,00,000 shares, on preferential basis to non promoters to finance the business activities of the company.

DIRECTORS AND KEY MANAGERIAL PERSON

In accordance with the requirements of the Companies Act, 2013 and the Articles of Association, Mr. Prabindra Nath Baidya, Director of the Company, who retires by rotation and shown his willingness for Re-appointment.

In accordance with the section 196,197 read with Schedule V of Companies Act, 2013 Mr. Raj Kumar Gupta has been appointed as Whole Time Director & Chief Financial Officer of the Company on 23.8.2014.

Ms. Lalita Mittal was appointed as Independent Director w.e.f. 19.07.2014.

Mr. Pankaj Aggarwal was also appointed as Independent Director w.e.f. 19.07.2014.

The Resignation of Shri Navin Nischal Prasad was accepted w.e.f. 01.08.2014.

The Resignation of Shri Dhirendra Singh Bhandari was accepted w.e.f. 12.01.2015.

Mr. Amit Gupta was appointed as Additional Director w.e.f. 29.01.2015.

And Mr. Mohit Kumar (ACS-38142) was appointed as Company Secretary cum Compliance Officer of the Company on 29.01.2015.

MEETING OF THE BOARD

The followings meeting were held during reporting period BOARD MEETINGS DATES:-

S. NO DATE ON WHICH S.NO DATE ON WHICH MEETING HELD MEETING HELD

1. 11.04.2014 12. 23.08.2014

2. 23.04.2014 13. 30.08.2014

3. 30.04.2014 14. 26.09.2014

4. 26.05.2014 15. 20.10.2014

5. 30.05.2014 16. 29.10.2014

6. 30.06.2014 17. 08.12.2014

7. 01.07.2014 18. 12.01.2015

8. 11.07.2014 19. 29.01.2015

9. 15.07.2014 20. 19.03.2015

10. 19.07.2014 21. 30.03.2015

11. 01.08.2014

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirements under the provisions of the Companies Act regarding the Directors' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. 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 and fair view of the state of affairs of the Company at the end of the financial year ended March 31st 2015 and of the profit or loss of the Company for that period.

iii. 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.

iv. The Directors have prepared the annual accounts on a going concern basis.

v. The director have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively: and

vi. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

During the year under review, company does not have any employee who falls in this Clause.

LOANS, GUARANTEES AND INVESTMENTS

The company has not given any Loan, Guarantee, provided any Security and made an Investment during the reporting period as specified under section 186 of Companies Act, 2013.

PERFORMANCE EVALUATION OF BOARD MEMBERS

With a view to improving performance and effectiveness, progressive, 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

During the year under review, your company has not invited any fixed deposits from the Public and has not accepted fixed deposits and nothing is outstanding.

STATUTORY AUDITORS

To re-appoint M/s MOHAN & MOHAN, Chartered Accountants, FRN - 002612N, as statutory auditors of the company to hold office from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

"RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions if any of the Companies Act 2013 or Rules made thereunder, M/s MOHAN & MOHAN, Chartered Accountants, FRN - 002612N be and is hereby re-appointed as the Statutory Auditors of the company to hold the office from conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

RESOLVED FURTHERTHAT Board of Directors be and is hereby authorised to fix their remuneration and to do all such acts & deeds as may be necessary in this regards."

AUDITORS'REPORT

Auditors Report in respect of the Financial Statements of 31.03.2015 is self Explanatory and does not warrant any further comments/ explanation from the Board of Directors.

SECRETARIAL AUDITOR

The Board has appointed M/s B. Bhushan & Co., Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year2014-15. The Secretarial Audit Report for the financial year 2014-15 is annexed with Directors'Report.

Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

LISTING OF SHARES

Equity Shares of the Company are listed on Delhi Stock Exchange Limited (de-recognized by SEBI w.e.f. 19.11.2014) & Calcutta Stock Exchanges Limited. Company has complied with the requirement of Listing Agreements during the period of review.

Listing Fee stands paid to CSE for & upto-date (2015-16).

Company has also filed an Application to get all of its Shares Listed with Trading approvals to Bombay Stock Exchange Ltd and the necessary required compliances & submissions & fee payments have been made.

ALTERATION OF MOA&AOA

Company added / altered/ changed its Main Objects clause in the Memorandum of Association in order to bring the Memorandum of Association and Articles of Association in conformity with the provisions of the Companies Act, 2013 and to enlarge its area of business operations. The Board of Directors have decided to add dealing in the Gems & Jewellery, bullion & Commodities, etc., to the main objects clause of the Memorandum of Association.

Company altered the Articles of Association and adopted New Set of Articles of Association based on Table 'F' of the Companies Act, 2013. Company has also received "Certificate of Registration of the Special Resolution Confiriming Alteration of Object Clause(s)" dated 17.11.2014fromRegistrarof Companies, Shillong.

SHIFTING OF REGISTERED OFFICE

Registered office of the Company is presently situated in Guwahati, Assam and Corporate Office is in Delhi. Most of the shareholders of the Company, business dealings & activities of the Company take place in Delhi. Further Company is into the business(es) of Gems & Jewellery, Bullion & Commodities, etc., therefore it has been thought fit to shift the registered office of the Company from the State of Assam to Delhi for the purpose of administrative convenience, expansion, diversification, economy, etc. For aforesaid purpose a petition has already been filed to Regional Director, Shillog, for shifting of Registered office.

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

The company did not use any 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 extensively in all spheres of our activities to improve efficiency levels.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, Earnings & Outgo are given as below:-

31.03.2015 (Amt.) 31.03.2014 (Amt.)

Foreign Exchange earning Nil Nil

Foreign Exchange outgoing Nil Nil

DISCLOSURES

AUDIT COMMITTEE

Composition of Audit Committee:

Sr. No. Name of the Director Category of Director

1. Mr. PankajAggarwal Chairman, Non-Executive & Independent Director

2. Mr. Raj Kumar Gupta Executive & Non-Independent Director

3. Ms. Lalita Mittal Non- Executive & Independent Director

REMUNERATION AND NOMINATION COMMITTEE

Composition of Remuneration and Nomination Committee :

Sr. No. Name of the Director Category of Director

1. Mr. Pankaj Aggarwal Chairman, Non- Executive & Independent Director

2. Ms. Lalita Mittal Non- Executive & Independent Director

3. Mr. Raj Kumar Gupta Executive & Non- Independent Director

SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE

Composition of Shareholders / Investors Grievance Committee :

Sr. No. Name of the Director Category of Director

1. Mr. Raj Kumar Gupta Chairman, Executive & Non- Independent Director

2. Ms. Lalita Mittal Non- Executive & Independent Director

3. Mr. P. N. Baidya Non- Executive & Non- Independent Director

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith Board Report

APPRECIATION

Your Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company as well as Stock Exchanges & Other Institutions for their co-operation and continued support.

b) The Shareholders & Others for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

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

Place: New Delhi

Dated: 31.07.2015 Raj Kumar Gupta - DIN: 00074532 Whole Time Director & CFO 1/11682, Panchsheel Park, New Delhi-110032

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Mar 31, 2014

Dear Members,

The Directors present herewith the 31st Annual Report for the year ended 31.03.2014.

FINANCIAL RESULTS (In Rupees)

Particulars For the Year Ended For the Year Ended

31.03.2014 31.03.2013

Income from Operations 494,190 —

Other Income 12,285 12,275

Total Income 506,475 12,275

Total Expenditure 32,116 26,839

Profit/(Loss) before tax 474,359 (14,564)

Provision for Tax 88,315 —

Net Profit/(Loss) 386,044 (14,564)

FINANCIAL HIGHLIGHTS

During the year under review your Company's performance was good as compared to previous year. Company has earned the total revenue of Rs. 506475 as compared to Rs. 12275 in previous Financial Year. Net Profit after Tax for the year under consideration is Rs. 386,044/- in comparison to loss of Rs. 14564/- in previous Financial Year. Your Company hopes to increase its presence in the business in the coming years, which should increase the top line and also its profitability.

DIVIDEND

In view of the requirement of funds for the expansion on the anvil, your Directors do not consider it desirable to recommend any dividend in the current year.

SHARE CAPITAL

The Authorised share capital of the Company as on 31.03.2014 was Rs. 1,25,00,000 divided into 12,50,000 Equity Shares of Rs. 10/- each and the paid-up capital of the Company as on 31.03.2014 was Rs. 20,00,000.

The Board of Directors in their meeting held on 23rd August, 2014 has decided to create, offer, issue & allot Upto 36,00,000 (thirty six lacs only), or lower number of shares as subscribed, Equity Shares of Rs. 10/- each, in such form & manner, in one or more lots/issues, upon such terms & conditions, to the Non-Promoters to finance the business activities of the Company. In order to give effect to the said decision it has also been decided to increase the Authorised share capital of the Company from existing by an amount of Rs. 2,75,00,000/- and the Authorised Share Capital of the Company after considering the aforesaid increase shall be at Rs. 4,00,00,000/-.

DIRECTORS

In accordance with the requirements of the Companies Act, 2013 and the Company's Articles of Association Mr. Prabindra Nath Baidya, Director of the Company, retires by rotation and shown his willingness for Re-appointment. In accordance with the section 161 (1) of Companies Act, 2013 Mr. Raj Kumar Gupta who was appointed as the Additional Director of the Company by the Board of Directors in their meeting held on 30.04.2014 and his office shall be determined at this Annual General meeting and the Company has received the requisite Notice in writing from a member proposing the appointment of Mr. Raj Kumar Gupta as the Whole Time Director and Chief Financial Officer of the Company in the ensuing Annual General Meeting.

Ms. Lalita Mittal and Mr. Pankaj Aggarwal were also appointed as Additional Independent Directors w.e.f. 19.07.2014 in its meeting held on 19.07.2014. Brief resume of Directors proposed to be appointed, nature of their experience in their specific functional areas, Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholdings as stipulated under Clause 49 of the listing agreement with Delhi Stock Exchange forms part of the Notice.

The Resignation of Shri Navin Nischal Prasad was accepted w.e.f. 01.08.2014.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors' Responsibility Statement, it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. 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 and fair view of the state of affairs of the Company at the end of the financial year ended March 31st 2014 and of the profit or loss of the Company for that period.

iii. 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.

iv. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under review, the company does not have any employee who is covered under Section 217(2A) of the Companies Act 1956.

PUBLIC DEPOSIT

During the year under review, your company has not invited any fixed deposits from the Public and has not accepted fixed deposits.

AUDITORS

M/s ANUJ GARG & CO., Chartered Accountants, New Delhi, M. No. 082422, Statutory Auditors of the Company who hold office until the conclusion of the ensuing Annual General Meeting and have not offered/consented for re-appointment. The Board of Directors recommends to consider & to appoint of M/s MOHAN & MOHAN, Chartered Accountants, New Delhi, having FRN 002612N as the Statutory Auditors of the Company.

AUDITORS' REPORT

Auditors Report in respect of the Financial Statement for the current Financial Year is self Explanatory and does not warrant any further comments / explanation from the Board of Directors.

CORPORATE GOVERNANCE REPORT

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion and Analysis & Corporate Governance and Certificate from the Whole Time Director & CFO are included in the Annual Report.

FORMATION OF VARIOUS COMMITTEES

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013 are given in the Corporate Governance Report annexed and forms part of the Notice.

LISTING OF SHARES

Equity Shares of the Company are listed on Delhi Stock Exchange Limited only. Company has complied with all the requirement of listing agreement during the period under review.

Listing Fee stands paid for & upto-date (2014-15).

APPOINTMENT OF THE REGISTRAR & SHARE TRANSFER AGENT

At present Alankit Assignments Limited is the Registrar & Share Transfer Agent of the Company. Members may contact the RTA for resolution of any query related to transfers of shares or for effecting transfer of Equity shares, corporate actions, etc.

DEMATERIALISATION OF EQUITY SHARES

Directors have considered the Dematerialization of the Equity Shares of the Company in the interest of the Members in order to provide them safer mode of holding the equity shares and also the faster mode of share transfer. The Directors have taken effective steps for joining the NSDL & CDSL.

ALTERATION OF OBJECTS

The Company proposes to add to / alter/ change its Main Object clause in the Memorandum of Association in order to bring the Memorandum of Association and Articles of Association in conformity with the provisions of the Companies Act, 2013 and accordingly to Delete Sub-Clause (c) of Clause III - "Other Objects" of the Memorandum of Association, and to enlarge its area of business operations. The Board of Directors has decided to add the Real Estate, Agency business, Education, etc., to the main objects clause of the Memorandum of Association. In terms of section 14, 110 of the Companies Act 2014 read with the rule 22 of the Companies (Management and Administration) Rules 2014, aforesaid matter require the approval of the shareholders through postal ballot by way special resolution. The Board of Directors in its Meeting held on 23rd Day of August, 2014 has approved the Notice of Postal Ballot & Postal Ballot Form for the aforesaid purpose. Shareholders are requested to send their assent / dissent in respect of the aforesaid resolution through Postal Ballot.

A Postal Ballot Form and "self addressed prepaid postage reply envelope" has been attached. Shareholders are requested to send their assent / dissent in respect of the aforesaid resolution through postal ballot before 24.09.2014.

SHIFTING OF REGISTERED OFFICE

The Registered Office of the Company is presently situated in Guwahati, Assam and corporate office is in Delhi. Most of the business dealings & activities of the Company take place in Delhi. Further Company also proposes to engage into the business(es) of Real Estate, Agency, Education, etc., therefore it has been thought fit to shift the registered office of the Company from the State of Assam to National Capital Territory of Delhi for the purpose of administrative convenience expansion, diversification, economy, etc. For aforesaid purpose a resolution has been placed in the Notice of Postal Ballot. The aforesaid resolution is required to be passed by way of Postal Ballot; therefore members are requested to send their Assent/ Dissent through Postal Ballot.

A Postal Ballot Form and "self addressed prepaid postage reply envelope" has been attached. Shareholders are requested to send their Assent / Dissent in respect of the aforesaid resolution through postal ballot before 24.09.2014.

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

The company did not use any 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 extensively in all spheres of our activities to improve efficiency levels.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, Earnings & Outgo are given as below:-

31.03.2014 31.03.2013 (Amt.) (Amt.)

Foreign Exchange earning Nil Nil

Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders & Others for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

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

Place : New Delhi Dated: 23.08.2014

Raj Kumar Gupta DIN: 00074532 Whole Time Director & CFO

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Mar 31, 2013

Dear members,

The Directors of your company have pleasure in presenting the 30th Annual Report and the audited statement of Accounts for the year 31st March 2013.

FINANCIAL RESULTS

The business of the company during period under consideration resulted in Loss of Rs. 14,564/- (Previous year profit of Rs.20.465/-)

OPERATIONS

During the year under review, the company has taken various steps to improve business activities. Despite depressed market conditions, the performance of the Company during the year under review should be considered satisfactory.

DEPOSITS

The company has not accepted any deposits from the public u/s 58A of the companies Act: 1956, steps are being taken to keep Inter corporate within the prescribed limits, if any and maintain liquid assets as prescribed.

AUDITORS

The shareholders arc requested to appoint Auditors of the company for the current year to hold office till the conclusion of the next Annual General Meeting, M/s Anuj Garg & Co, Chartered Accountants, the retiring auditors, being eligible to offer themselves for reappointment.

The observation made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under section 217 of the companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Energy Conservation :N.A.

Technology Absorption :N.A.

Foreign Exchange Earning out go :N1L.

CORPORATE GOVERNANCE:

The SEBI has introduced a code of Corporate governance for implementation by the listed companies through amendment in the listing agreement. As per the amendment, this code is required to be implemented having paid-up capital of Rs. 3 crores or more.

RECTORS' RESPONSIBILITY STATEMENT :

1.) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures'

2.) The directors had selected such accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the period;

3.) 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;

4.) The directors had prepared the annual accounts on going concern basis.

SECRETARIAL COMPLIANCE AS REQUIRED US 383A

Secretarial compliance report is enclosed as required u/s 383 A of the Companies Act, 1956.

By order of the Board of Directors For DECOROUS INVESTMENT & RADING CO. LTD

(P.N.BAIDYA) (D. S. BHANDARI) director director

PLACE NEW DELHI DATED : 31-08-203

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Mar 31, 2012

Dear Membrs,

The Directors of your company have pleasure in presenting the 29th Annual Report and the audited statement of Accounts for the year 31st March 2012.

FINANCIAL RESULTS

The business of the company during period under consideration resulted in Profit of Rs. 20,465/- (profit of Rs. 6524/-)

OPERATIONS

During the year under review, the company has taken various steps to improve business activities. Despite depressed market conditions, the performance of the Company during the year under review should be considered satisfactory.

DEPOSITS

The company has not accepted any deposits from the public u/s 58A of the companies Act; 1956, steps are being taken to keep Inter corporate within the prescribed limits, if any and maintain liquid assets as prescribed.

* AUDITORS

The shareholders are requested to appoint Auditors of the company for the current year to hold office till the conclusion of the next Annual General Meeting, M/s Anuj Garg & Co, Chartered Accountants, the retiring auditors, being eligible to offer themselves for reappointment.

The observation made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under section 217 of the companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Energy Conservation :N.A.

Technology Absorption :N.A.

Foreign Exchange Earning out go :NIL.

CORPORATE GOVERNANCE :

The SEBI has introduced a code of Corporate governance for implementation by the listed companies through amendment in the listing agreement. As per the amendment, this code is required to be implemented having paid-up capital of Rs. 3 crores or more.

DIRECTORS' RESPONSIBILITY STATEMENT:

* I.) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures'

2.) The directors had selected such accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the period;

3.) 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;

4.) The directors had prepared the annual accounts on going concern basis.

SECRETARIAL COMPLIANCE AS REQUIRED US 383A

Secretarial compliance report is enclosed as required us 383A of the Companies Act, 1956.

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

P.N.BAIDYA D.S. BHANDARI DIRECTOR DIERCTOR PLACE : NEW DELHI DATED : 03-09-2012