Your Directors' take pleasure in presenting the 30th (Thirtieth) Annual Report of the Company along with the Audited Financial Statementsforthefinancialyearendedason 31st March, 2024.
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FINANCIAL PERFORMANCE
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(Rs. in '000)
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Particulars
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Year ended as on
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Year ended as on
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31st March, 2024
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31st March, 2023
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Total Income
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10,005.96
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9117.91
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Total Expenses
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102,37.30
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9951.51
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Profit or Loss before Exceptional and Extraordinary items
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(231.34)
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(833.60)
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Profit or Loss before tax
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(231.34)
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(833.60)
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Less: Tax Expenses
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45.87
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(216.71)
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Profit or Loss after Tax
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(277.2l/
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(616.89)
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Other Comprehensive Income
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^26.07
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10,511.66
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Total Comprehensive Income
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^51.14)
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9,894.78
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Earnings per Share
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(0.08)
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(0.18)
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STATE OF COMPANY'S AFFAIRS
During the year under review, your company recorded a total income of Rs. 10,005.96 (in thousands) as compared to Rs. 9,117.91 (in thousands) in the previous financial Year. The loss for the same period stood at Rs. 277.21 (in thousands) which is less as compared to loss of Rs. 616.89 (in thousands) encountered in the previous financial year.
CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Company's business activity primarily falls within a single business segment i.e., Investment and Finance. The analysis on the performance of the Industry, the Company, Internal Control Systems, Risk Management are presented in the Management Discussion and Analysis Report is presented forming part of this report.
SHARE CAPITAL
Equity Shares:
The paid-up Equity Share Capital as on 31st March, 2024 was Rs. 3,50,00,000/-. There was no change in the Share Capital duringtheyear under review.
Sweat Equity Shares:
In terms of Sub-rule (13) of Rule 8 of The Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.
Differentjal Voting. Rights:
In terms of Rule 4(4) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any share with Differential Voting Rights.
Employee Stock Options:
In terms of Rule 12(9) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.
DIVIDEND
Your directors have not recommended any dividend for the year under review.
Transfer of unpaid&unclaimed Dividends & Shares to Investor Education Pmtection Fund
Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") there was no unclaimed/unpaid dividend, hence the company is not required to transfer any amount to Investor Education and Protection Fund.
RESERVES
In view of losses incurred by the Company, your directors have not proposed to transfer any amount to Statutory Reserves.
MATERIAL CHANGES ANDCOMMITMENT
There are no material changes or commitments that took place after the close of financial year till date which will have any material or significant impact on the financials of the Company.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars as prescribed under Sub-Section 3(m) of Section 134 of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding energy conservation and technology absorption is not applicable to the Company.
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During the year under review, there was no inflow or outflow of foreign exchange.
RISK MANAGEMENT <S>)
The Company has a risk management framework comprising risk governance structure and defined risk management process. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management. The risks existing in the internal and external environment are periodically identified and reviewed, based on which, the cost of treating risks is assessed and risk treatment plans are devised.
CORPORATE SOCIAL RESPONSIBlLITY (CSR) INITIATIVES
The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is not applicable on the Company.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
The Company being a Non-Banking Financial Company (NBFC), the provisions of Section 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Power), Rules, 2014 are not applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions entered with Related Parties during the financial year were on an arm's length basis and were in ordinary course of business and the provision of Section 188 of the Companies Act, 2013 are not attracted. There
are no materially significant related party transactions during the period under review made by the Company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC- 2 is not required. However, details of all related party transactions are given in Notes to Financial Statements for the year ended 31.03.2024.
BOARD OF DIRECTORS. COMMITTEES AND MANAGEMENT
Composition:
The composition of the Board of Directors and its Committees, viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee are constituted in accordance with Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"], wherever applicable. The details are provided in Corporate Governance Report which forms the part of the Annual Report.
Retirement by Rotation
Pursuant to Section 152 of the Companies Act, 2013, at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation.
The Independent Directors hold office for a fixed term of not exceeding five years from the date of their appointment and are not liable to retire by rotation.
Accordingly, Mrs. Priyanka Mohta (DIN: 08853818), Non- Executive Director, liable to retire by rotation, retires from the Board this year and, being eligible, has offered herself for re-appointment.
The brief resume and other details relating to Mrs. Priyanka Mohta who is proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure tqihe notice calling ensuing Annual General Meeting.
Appointment of Director
Mrs. Priyanka Mohta was appointed as Additional Non-Executive Non-Independent Director of the Company w.e.f. 1st September, 2023.
Her appointment was regularized at the 29th Annual General Meeting held on 28th September, 2023.
Meetings ofthe Board & Committees:
The details of Board and Committee Meetings held during the Financial Year ended on 31st March, 2024 and the attendance ofthe Directors are set out in the Corporate Governance Report which forms part of this report. The maximum time gap between any two Board Meetings was not more than 120 days as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and Secretarial Standard on Meetings ofthe Board of Directors.
The details of meeting of Independent Directors are set out in the Corporate Governance Report which forms part of this report.
Declaration by. independent Directors
The Company has received requisite declarations/ confirmations from all the Independent Directors confirming their independence as per provisions ofthe Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.
Familiarization Programrne for Independent Directors
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a programme for familiarizing the Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives.
Further, at the time of appointment of an Independent Director, the company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The details of programmes for familiarization for Independent Directors are available on the website of the Companvwww.decillion.co.in.
Annual Evaluation of Board's Performance
In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors. The details are provided in Corporate Governance Report which forms the part of the Annual Report.
Directors' Responsibility, Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policieVVid 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 and of the profit/loss of the company for that period;
c) the directors had taken proper and suffifcien} careTor 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 detectingfraud 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.
KEY MANAGERIAL PERSONNEL
Mrs. Shruti Poddar was appointed as Company Secretary cum Compliance Officer of the Company w.e.f. 30th May, 2023.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports. It also provides for direct access to the
Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is being made available on the Company's website www.decillion.co.in.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board, on the recommendation of the Nomination and Remuneration Committee, has framed a Nomination and Remuneration Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. The policy has been duly approved and adopted by the Board, pursuanttothe recommendations of the Nomination and Remuneration Committee. The Remuneration Policy has been uploaded on the Company's website www.decillion.co.in. Further the salient features of the policy are given in the Report of Corporate Governance forming part of this Annual Report.
ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2024 in Form MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and is available on the website of the Company at www.decillion.co.in.
SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any subsidiary, associate or joint venture. There was no Company which has become or ceased to be Company's Subsidiary, Joint Venture or Associate during the Financial Year 2023-24.
DEPOSITS
During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
INTERNAL FINANCIAL CONTROLAND ITS ADEQUECY
The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the 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 disclosures.
The current system of internal financial ^control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled self-assessment and independent testing by the Internal Auditor.
AUDIT AND ALLIED MATTERS
Statutory Auditor
M/s Ghosh & Basu LLP, (FRN E300013) Chartered Accountants, was appointed as Statutory Auditors of the Company at the 29th Annual General Meeting of the Company held on 28th September, 2023 for a term of five consecutive financial years and shall be eligible to hold office from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting to be held in the year 2028 at such remuneration as may be decided by the Board in consultation with the Statutory Auditors.
The Statutory Auditors Report to the Members for the year ended 31st March, 2024 does not contain any qualification, reservation, adverse remark or disclaimer. Also there has been no instance of fraud reported by the statutory auditors for the period under review.
Internal Auditor
As recommended by the Audit Committee, the Board of Directors had re-appointed M/s. Srimal Jain & Co., Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2023-24 to conduct internal audit of the Company and their report on findings is submitted to the Audit Committee on periodic basis.
Secretarial A uditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had re-appointed Mr. Rajesh Ghorawat, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2023-24 in the prescribed Form MR-3 is appended as 'Annexure-A' to this Board's Report.
COST RECORDS
The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.
CORPORATE GOVERNANCE
The Company adheres to follow the best corporate governance. As per Regulation 34 read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,>2015, a Report on Corporate Governance along with a certificate received from the Statutory Auditors confirming compliance is annexed and forms part of the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS
There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review impacting the going concern status and the operations of the Company in future.
RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES
The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2015 is annexed herewith.
DISCLOSURE ON SEXUAL HARASSM ENT OF wblN/IEN AT WORKPLACE
As per the requirement of the Sexual Flarassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('POSFI Act') and Rules madestj*ereunder, your Company have constituted Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace.
During the year under review, no complaint was filed under the Sexual Flarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
REMUNERATION RATIO TO DIRECTORS/KMP/EMPLOYEES
The disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as 'Annexure-B'forming part of this report.
OTHER DISCLOSURES
Secretarial Standards:
The company has complied with the applicable provisions of Secretarial Standards SS-1 and SS-2 with respect to convening of Board Meetings and General Meetings during the period under review.
Proceeding,pending, under, the Insolvency and, Bankruptcy Code. 2016:
No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.
APPRECIATION & ACKNOWLEDGEMENT
The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.
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