Mar 31, 2018
To the Members
The directors have immense pleasure in presenting Twenty Sixth Annual Report on the business and operations of the company together with the Audited statement of Accounts for the financial year ended March 31, 2018.
1. Financial Results
During the year under review, the financial results of your Company are as follows:
(Rs. Lacs)
Consolidated |
Standalone |
|||
Particulars |
Year ended March 31, 2018 |
Year ended March 31, 2017 |
Year ended March 31, 2018 |
Year ended March 31, 2017 |
Gross receipts |
588.09 |
469.95 |
588.09 |
469.95 |
Profit before tax |
83.68 |
45.34 |
87.71 |
45.34 |
Provision for tax |
23.53 |
16.69 |
24.77 |
16.69 |
Deferred tax liability/(assets) |
3.22 |
-7.25 |
3.22 |
-7.25 |
Profit before share of profit of associate |
56.93 |
35.90 |
59.72 |
35.90 |
Share of profit in associate |
0.00 |
0.00 |
0.00 |
0.00 |
Profit after tax |
56.94 |
35.90 |
59.72 |
35.90 |
Brought forward from previous year |
2330.09 |
2303.01 |
2329.93 |
2302.86 |
Appropriations: |
||||
Other comprehensive income: Remeasurement of post employment benefit obligations (net of tax) |
0.41 |
-8.83 |
0.41 |
-8.83 |
Balance transferred to balance sheet |
2387.44 |
2330.09 |
2390.06 |
2329.93 |
Earnings per equity share (basic) |
0.16 |
0.10 |
0.17 |
0.10 |
The company does not earn income except the above; however there will be taken the best efforts to generate more income in future.
2. DIVIDEND
No Dividend was declared for the current financial year.
3. UNCLAIMED DIVIDEND
As per provisions of Section 124 of the Companies Act, 2013 the amount of unclaimed dividend outstanding for more than seven years are due to transfer to IEPF A/c and shall be transferred within 30 days from the date of completion of 7 years.
4. DEPOSITS
During the year under review, the company has neither invited nor accepted any deposit from public.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.
7. RISK MANAGEMENT POLICY
The Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the Board, the risk assessment and management measures. The details of the risks faced by the Company and the mitigation & palliation thereof are discussed in detail in the Management Discussion and Analysis report (as per Annexure I to this Report).
8. CORPORATE GOVERNANCE
Report on Corporate Governance pursuant to SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015 is attached and forms part of this report.
9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the criteria for applicability of the provisions of social responsibility as per section 135 of the Companies Act 2013 is not applicable to the company. The net profit of the company is below Rs.5.00 crore. The board of directors of the company is always enthusiastic for carrying on the social activities as per Companies Act by defraying the resources out of the income of the company but due to negligence of the profit as compared to preceding years; the board of directors is constrained to initiate such responsibility.
10. LOANS, GUARANTEES OR INVESTMENTS
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.
11. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review for premises taken on lease from related party and subscription of 12,50,000 fully paid equity shares of wholly owned subsidiary company Daga Business (Internationa) Stock Brokers (IFSC) Private Limited.
12. STATUTORY AUDITORS
M/s Chaudhry Vigg James & Company, Chartered Accountants who were re-appointed as Statutory Auditors of the Company, to hold office, in accordance with the provisions of the Act, from the conclusion of this AGM upto the conclusion of the AGM to be held for F/Y 2019-20 subject to ratification of the appointment by the members at the ensuing AGM and the Board of Directors be and are hereby authorized to fix such remuneration as may be determined by the audit committee in consultation with the auditors, and that such remuneration may be paid on a progressive billing basis to be agreed upon between the auditors and the Board of Directors.
13. STATUTORY AUDIT & SECRETARIAL AUDIT AND ADVERSE COMMENTS BY AUDITORS
There were no qualifications, reservations, adverse remarks or disclaimers made by M/s Chaudhry Vigg James & Company, Statutory Auditors & M/s D Bansal & Associates, Practicing Company Secretary in their Audit Reports. The Secretarial Auditorâs report by Ms. Deepika Bansal of M/s D Bansal & Associates, Company Secretary in practice has been obtained and annexed as per Annexure II to this Report.
14. DIRECTORS APPOINTMENT AND REMUNERATION
The policies of the Company on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act are in place and adhered to by the Company in word and spirit.
15. ANNUAL RETURN
The extracts of Annual Return in form MGT-9, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached to this report (as per annexure III to this report).
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and pursuant to SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.
A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.
17. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
18. BOARD MEETINGS
The Company had five board meetings during the financial year under review on May 26, 2017, July 28, 2017, November 24, 2017, January 25, 2018 and March 06, 2018
19. DIRECTORS
During the financial year 2017-2018, the Board of Directors re-appointed Mr. Sachin Rathi who retired by rotation and who has given his consent to be appointed as director of the company.
Board of Directors re-appointed Mr. Chandra Mohan Bahety and Mr. Brajesh Sadani as an Independent Director of the Company for the term of 5 (five) years subject to the approval of the Shareholders in the Annual General Meeting.
Mr. Shiv Narayan Daga is the Managing Director who is the Key Managerial Person (KMP) within the meaning of Section 203 (1) of the Act.
Mr. Vishnu Kumar Sharma and Ms. Himanshi Mittal are other KMPs designated as Chief Financial Officer and Company Secretary of the Company.
20. DECLARATION OF INDEPENDENT DIRECTORS
All the Non-Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of âIndependent Directorâ stipulated in Section 149(6) of the Act and Pursuant to Regulation 16(i)(b) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. These confirmations have been placed before, and noted by the Board.
21. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:
(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 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 and of the profit 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 compliance with the provisions of all applicable laws that such systems were adequate and operating effectively.
22. SUBSIDIARY, AND ASSOCIATE COMPANIES
The Company has one wholly owned subsidiary Company (name) who has not yet commenced its business activity and one associate i.e. Flourishing Apartments Private Limited whose financial performance is as under:
Capital Rs. 8,57,000/
Reserves Rs. 39,075/
Gross Income Rs. 4,630/
Net Income Rs. 1,075/
Net Income after Tax Rs. 798/
23. BOARD COMMITTEE
Company has four Committees of Board, viz,
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. Independent Director Committee.
24. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any securities during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review.
b. BONUS SHARES
No Bonus shares were issued during the year under review.
c. EMPLOYEE STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
25. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has not paid remuneration to any Key managerial personnel, exceeding the limit of remuneration specified in rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence the information / comparative statement is either nil or is not applicable.
The information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by Members at the registered office of the Company between 2.00 p.m. IST and 4.00 p.m. IST on any working day (Monday to Friday), upto the date of the Twenty Sixth Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.
26. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Our policy against sexual harassment is embodied both in the Code of Conduct of the company as well as also in a specifically written policy in accordance with the sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2017-18, no cases in the nature of sexual harassment were reported at any workplace of the company.
27. ACKNOWLEDGEMENTS
Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.
For DB (International) Stock Brokers Limited
Sd/- Sd/-
Shiv Narayan Daga Sachin Rathi
Managing Director Director
DIN: 00072264 DIN: 01013130
Place: New Delhi
Date: May 26, 2018
Mar 31, 2015
To the Members
The directors have immense pleasure in presenting Twenty Third Annual
Report on the business and operations of the company together with the
Audited statement of Accounts for the financial year ended 31st March,
2015.
1 Financial Results
During the year under review, the financial result of your Company are
as follows :
Period Ended Period Ended
Particulars 31st March, 2015
(Rs. Lacs) 31st March, 2014
(Rs. Lacs)
Gross Receipts 856.46 1195.17
Profit before Depreciation 288.97 608.71
Depreciation (26.33) (31.20)
Profit Before Tax 262.64 577.51
Provision for Tax (77.91) (111.53)
Profit After Tax 184.73 465.98
Brought Forward from previous year 2070.17 1481.34
Appropriations
Adjustment for depreciation as per (22.51) -
schedule II of Companies Act,2013
Proposed provision for dividend
and dividend - 122.85
distribution tax added back
Balance Transferred to
Balance Sheet 2232.39 2070.17
Earnings per share (Basic) 0.53 1.33
The company does not earn income except the above, However there will
be taken the best efforts to generate more income in future.
2. DIVIDEND
No Dividend was declared for the current financial year.
3. UNCLAIMED DIVIDEND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend outstanding for more than seven years.
4. DEPOSITS
During the year under review, the company has neither invited or nor
accepted any deposit from public.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
these financial statements relate on the date of this report.
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 do not
apply to our Company. There was no foreign exchange inflow or Outflow
during the year under review.
7. RISK MANAGEMENT POLICY
The Company has a well-defined risk management framework in place for
the company. Further, it has established procedures to periodically
place before the Board, the risk assessment and management measures.
The details of the risks faced by the Company and the mitigation &
palliation thereof are discussed in detail in the Management Discussion
and Analysis report, (as perAnnexure I to this Report).
8. CORPORATE GOVERNANCE
Report on Corporate Governance pursuant the Clause 49 of the Listing
Agreement is attached and forms part of this report.
9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the criteria for applicability of the
provisions of social responsibility as per section 135 of the Companies
Act 2013 is not applicable to the company. The net profit of the
company is below Rs.5.00 crore. The board of directors of the company
are always enthusiastic for carrying on the social activities as per
Companies Act by defraying the resources out of the income of the
company but due to negligence of the profit as compared to preceding
years, the board of directors is constrained to initiate such
responsibility.
10. LOANS, GUARANTEES OR INVESTMENTS
There was no loans, guarantees or investments made by the Company under
Section 186 of the Companies Act, 2013 during the year under review and
hence the said provision is not applicable.
11. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was contract or arrangements made with related parties as defined
under Section 188 of the Companies Act, 2013 during the year under
review for premises taken on lease from related party.
12. STATUTORY AUDITORS
M/s Chaudhry Vigg James & Company, Chartered Accountants who are the
statutory Auditors of the company, hold office, in accordance with the
provisions of the Act, for a period of three years viz., from the
conclusion of this AGM upto to the conclusion of the third consecutive
AGM i.e. FY2017-18 subject to ratification of the appointment by the
members at every AGM held after this AGM and that the Board of
Directors be and are hereby authorized to fix such remuneration as may
be determined by the audit committee in consultation with the auditors,
and that such remuneration may be paid on a progressive billing basis
to be agreed upon between the auditors and the Board of Directors.
13. STATUROTY AUDITS SECRETARIAL AUDIT ANDADVERSE COMMENTS BY AUDITORS.
There was no qualifications, reservations, adverse remarks or
disclaimers made by M/s Chaudhry Vigg James & Company, Statutory
Auditors, in their Audit Report. The Secretarial Auditor''s report by
M/S Kavita Goel & Associates, Company Secretary in Practice have been
obtained and annexed as perAnnexure II to this Report.
14. DIRECTORS APPOINTMENT AND REMUNERATION
The policies of the Company on Directors'' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section
(3) of Section 178 of the Act are in place and adhered to by the
Company in word and spirit.
15. ANNUAL RETURN
The extracts of Annual Return in form MGT-9, pursuant to the provisions
of Section 92 read with Rule 12 of the Companies (Management and
administration ) Rules, 2014 is attached to this Report. (As
perAnnexure III to this Report) .
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors have
formulated a Whistle Blower Policy which is in compliance with the
provisions of Section 177 (10) of the Companies Act,2013 and Clause 49
of the Listing Agreement. The policy provides for a framework and
process whereby concerns can be raised by its employees against any
kind of discrimination, harassment, victimization or any other unfair
practice being adopted against them. More details on the vigil
mechanism and the Whistle Blower Policy of your Company have been
outlined in the Corporate Governance Report which forms part of this
report.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
17. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company''s shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board Directors and the designated employees have confirmed
compliance with the Code.
18. BOARD MEETINGS
The Company had Six Board meetings during the financial year under
review.
19. DIRECTORS
During the financial year 2014-15, the Board of Directors re-appointed
Mr. Sanjay Kumar Mimani who retired by rotation and also complied with
the rules relating to the independent director of the company.
Sh. Shiv Narayan Daga is the chairman and managing director is the key
managerial person( KMP) within the meaning of Section 203 (1) of the
Act.
Mrs. Shikha Mundra, Mr. Sanjeev Kumar Rawal and Mr. Yashwant Kumar
Gupta are other KMPs designated as the executive director, Chief
Financial Officer and Company Secretary.
20. DECLARATION OF INDEPENDENT DIRECTORS
All the Non-Executive and Independent Directors have confirmed to the
Board that they qualify to be considered as independent as per the
definition of ''Independent Director1 2 3 stipulated in Section 149(6)
of the Act and Clause 49(II)(B)(1) of the Listing Agreement. These
confirmations have been placed before, and noted by the Board.
21. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:
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 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 yearand 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 compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture except
Associate Company i.e Flourishing Apartments Pvt. Ltd. Ltd and its
financial performance as under:
Capital Rs. 857000/-
Reserves Rs. 37094/-
Gross Income Rs. 5500/-
Net Income Rs. 476/-
Net Income After Tax Rs. 329/-
23. BOARD COMMITTEE
Your Company has Three Committees of Board, viz,
1. Audit Committee
2. Investor Grievance and ShareTransferCommittee
3. Nomination and Remuneration Committee
24. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
The Company has not issued any Sweat Equity Shares during the year
under review.
b. BONUS SHARES
No Bonus Shares were issued during the year under review.
c. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
25. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the company has not paid remuneration to any
Key managerial personnel, exceeding the limit of remuneration specified
in rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, hence the information /comparative statement
either nil oris not applicable.
The information regarding employee remuneration as required pursuant to
Rule 5(2) and Rule 5(3) of the (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is available for inspection by
Members at the registered office of the Company between 2.00 p.m. and
4.00 p.m. on any working day (Monday to Friday), upto the date of the
Twenty Third Annual General Meeting. Any Member interested in obtaining
such information may write to the Company Secretary and the same will
be furnished on such request.
26. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
Our policy against sexual harassment is embodied both in the Code of
Conduct of the company as also in a specifically written policy in
accordance with The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal)Act, 2013.
During the financial year 2014-15, no cases in the nature of sexual
harassment were reported at any workplace of the company.
27. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledge
gratefully the shareholders for their support and confidence reposed on
your Company.
For DB (International) Stock Brokers Limited
Sd/-
Shiv Narayan Daga
Managing Director
Place: New Delhi
Date : 29th May, 2015
Mar 31, 2014
Dear Members,
The directors have immense pleasure in presenting Twenty Second Annual
Report on the business and operations of the company together with the
Audited statement of Accounts for the financial year ended 31st March,
2014.
Financial Results
During the year under review, the financial result of your Company are
as follows
Period Ended Period Ended
Particulars 31st March, 2014 (Rs.. Lacs) 31 St March, 2013
(Rs.. Lacs)
Gross Receipts 1195.17 1410.72
Profit before Depreciation 608.71 860.42
Depreciation (31.20) (48.09)
Profit Before Tax 577.51 812.33
Provision for Tax (111.53) (145.84)
Profit After Tax 465.98 666.49
Brought Forward from
previous year 1481.34 971.02
Appropriations
Proposed Dividend - (105.00)
Corporate Dividend Tax - (17.84)
Transfer to General Reserve - (33.32)
Proposed provision for
dividend and dividend 122.85 -
distribution tax added back
Balance Transferred to
Balance Sheet 2070.17 1481.34
Figures in bracket indicate negative figures Review of Bus iness
Operations
Financial Year 2014 Key Financial Highlights
1. The Total Revenue of the Company is 7.1195.17 Lacs in FY 2013-14 as
compared to 7.1410.72 Lacs in FY 2012-13, A decline of 15.28%.
2. The Profit before Tax of the Company is 7.577.51 Lacs In FY 2013-14
as compared toRs.. 812.33 Lacs in FY 2012-13. A decline of28.9l%.
3. The Profit after Tax (PAT) has decreased substantially during the FY
2013-14. PAT is ^465.98 Lacs in FY 2013-14 as compared to Rs. .666,49
Lacs in FY 2012-13.
4. Earning Per share (basic) is 71.33 per share on the face value of Rs.
2.00 in FY 2013-14 as compared toRs. 1.90 pershare on the face value ofRs..
2.00 rn FY 2012-13
5. The Company is a Depository Participant of CDSL. The Depository
operation contributed gross revenue of 7 14.37 Lacs during the FY
2013-14 as against Rs. 14.98 Lacs in previous year 2012-13.
6. The number of beneficial owners affiliated with the company rose
from 10622 to 11067 during the year.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
With the new NDA Govemement under the tutelage of Sh. Narendra Bhai
Modi, with nomenclature as Vikas Purush, the long term india growth is
intact and will strive for higher growth due to his policy and
commitment for E-Governace
.development and foreign direct Investment in various sectors.
The major worriesfor Indian economy continued to be the higher fiscal
deficit driven by higher crude oil prices and subsidy.
Industrial growth measured in terms of index of industrial production
(HP),witnessed fluctuating trends, corporate earnings have also been
downgraded. However, Government has taken certain measures to enhance
the inflow of foreign funds in infrastructure and green projects.
Segment-wise Performance
The Company is engaged in single line of business i.e. stock broking
and depository participant services of CDSL which forms the part of
Financial Services and there is no other segment apart from the main
one.
Financial Performance / Operational Performance
The trent in the stock market has remained bullish but the retail
investores were reluctant to participate in secondary market because
the market value of shares have increased too much that they were
avoiding purchase of the well performed company''s shares keeping in
mtndthe uncertaintthy in the Govemement Policies and forthcoming
National Parliamantry election. Our company endeavoured to mobilise the
high net worth investors for secondary market. And accordingly the
company has sustained the profitablity and even managed to earn income
steadfastly.
FUTURE OUTLOOK FOR SHARE MARKET
The trend in the Stock Market has been bullish but it got boost after
the news spread that the NDA front under the leadership of Sh. Narender
Bhai Modi is going to get the absolute mojarity in Parliamentarian
election, and finally National Government under the tutelage of Sh.
Narender Bhai Modi sworn on 26th May,2014, since then the financial and
share market are bullish. The bulish trend in the market will continue
incoming years as the trend in share market was manifested with SENSEX
revolving around 25000 after new NDA Government formed under the
leadership of Sh. Narender Modi who himself is epochal person for
infrastructure and industry friendly and it will also have impetus on
investment in infrastructure and industry. During the prevailing
bullish share market, small and marginal retail clients are timid
towards share market, however after the new government formed, they
have become active in share market. However, in future they shall
continue to be active in the share market, as the Government will have
to take enormous measures for security of the small investors, small
saving and capital formation.
Material development In human resources
Company''s management had always contributed to the promotion of the
employees by enhancing their skills and efficiency by arranging regular
training to the new and existing employees. Company is continuously
making efforts to enhance the performance of staff by creating a team
of committed professionals and orgnised the various training programme
who are contributing to the growth plans of the company.
Internal Control and adequacy
The Company is continuously maintaining adequate internal control
procedures corresponding with the size and nature of the business,
Future Outlook
Over the preceding three years,we had invested significantly in the
technologies .systems and infrastructure, This was done with an eye on
opportunity available in the long term. We have entered the 22nd years
of operations with our continued emphasis on technology upgradation and
training.
We are well equipped and organizationally well positioned to handle the
challenges of emerging difficult and competitive market scenario. We
look forward to receive from our large family of shareholders,
associates and well wishers, their continued support and encouragement.
Dividend
Your directors have not recommended any dividend for the financial year
2013-14, keeping in view the long term need of the funds for the
business of the company,
Fixed Deposits
During the year under review, your Company has not accepted any deposit
within the meaning of Section 58A of the Companies Act, 1956 and rules
made there under.
Directors
The Board of directors, at its meeting held on 30th Way, 2014.
appointed Mrs. Shikha Daga as an Additional Director of the Company
with effect from same date, pursuant to Section 161 of the Companies
Act, 2013, read with Article 92 of the Articles of Association of the
Company,
Pursuant to the provisions of Section 161 of the Companies Act. 2013,
Mrs. Shikha Daga who was appointed as additional director on 30th
May,2014, will hold office up to the date of the ensuing AGM. The
Company has received a notice in writing under the provisions of
Section 160 of the Companies Act, 2013, from a member proposing the
candidature of Mrs. Shikha Daga forthe office of director.
The Company has received from Mrs. Shikha Daga (i) consent in writing
to act as director in Form DIR-2 pursuant to Rule 8 of Companies
(Appointment & Qualification of Directors) Rules 2014, and (ii)
intimation in Form DIR-8 in terms of Companies (Appointment &
Qualification of Directors) Rules, 2014, to the effect that she is not
disqualified under sub-section (2) of Section 164 of the Companies Act,
2013.
Further pursuant to the provions of section 149 of the Act, our company
is required to have at least one woman director in the company.
Accordingly .Mrs. Shikha Daga, being a woman director will fulfil this
provision to be followed and complied by the company.
Further, the Board at its meeting held on 30th May, 2014, also approved
the remuneration (subject to the approval of members in thegeneral
meeting), to Mrs, Shikha Daga, with the terms and conditions asset out.
Pursuant to the provisions of the Companies Act, 1956, Companies Act
2013 and the Articles of Association of the Company, Mr. Sachin Rathi
retires by rotation at the ensuing annual general meeting and being
eligible, offer himself for re-appointment
Pursuant to provisions of section 149 of the Companies Act,2013 and
existing strenth of the board of directors, the company must have at
least two independent directors. The company had already four directros
treating them as independent and non-executive directors. In order to
comply with the provisions of section 149, Sh. CM. Bahety and Sh,
Brajesh Sadani who fulfil the criteria for appointment as independent
directors as per provisions of Act, are being treated and will be
treated as independent directors for a period of five years, not liable
to retire by rotation.
Auditors
The Auditors of your Company, M/s Chaudhry Vigg James & Company,
Chartered Accountants, hold office till the conclusion of ensuing
Annual General Meeting and have confirmed their eligibility and
willingness to accept office, if re- appointed. Pursuant to the
recommendations of the audit committee of the Board of Directors, to
appoint M/s Chaudhry Vigg James & Company, Chartered Accountants, to
hold office from the conclusion of this AGM to the conclusion of the
fourth consecutive AGM (suhject to ratification of the appointmen! by
the members at every AGM held after this AGM, the Board of Directors
recommend the appointment of M/s Chaudhry Vigg James & Company,
Chartered Accountants as auditor for three consequtive years.
Listing of Securities of the Company
The Annual Listing Fee for the year 2013- 2014 has been paid to NSEIL
and BSE.
Corporate Governance
Report on Corporate Governance pursuant the Clause 49 of the Listing
Agreement is attached and form part of this report.
Corporate Social Responsibility
As per the Companies Act, 2013, all companies having net worth ofRs.
500/- croreor more, or turnover of Rs. 1,000/- crore or more or a net
profit of Rs. 5 /- crore or more during any financial year will be
required to constitute a corporate sociar responsibility (CSR)
committee of the Board of Directors comprising three or more directors,
at least one of whom will be an independent director,
Aligning with the guidelines, we have constituted a committee
comprising S. N. Daga (Chairperson), C.M.Bahety and Brajesh Sadani. The
committee is responsible for formulating and monitoring the CSR policy
of the Company. The committee has adopted a policy that intends to:
- Strive for economic development that positively impacts the society
at targe with a minimal resource footprint.
- Be responsible for the corporation''s actions and encourage a positive
impact through its activities on the environment, communities and
stakeholders.
STATUTORY DISCLOSURES
Particulars of employees under section 217(2A)
1. There was no employee drawing remuneration in excess of the limits
specified in Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975..
Particulars of Conservation of Energy. Technology Absorption and
Foreign Exchange Earnings & Outgo under section 217(1 )(ej 2.
The Company did not undertake any manufacturing activities during the
financial year. There is, therefore, no information to be disclosed
under the Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988.
The Company do not have any foreign exchange earnings and outgo during
the year under review.
Djrectors!_Responsibility Statement under section 217 (2AA)
3. Pursuant to the Provisions of Section 217 (2AA) of the Companies
Act, 1956, your Directors hereby confirm that:
i) in preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) the directors had selected such accounting policies and applied
them consistently and made judgments and estimatesthat 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 a nd 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 had prepared annual accounts on a "going concern''
basis.
Acknowledgment
Your Directors wish to express their gratitude to the business,
assistance and guidance received from the investors, clients, bankers,
stock exchanges, regulatory and government bodies. They also take this
opportunity to place on record a sincere appreciation for the
contribution made by all the employees to the operation of the Company
during the year.
On behalf of the Board of Directors
For DB (International) Stock Brokers Limited
Sd/- Sd/-
Place : New Delhi Shiv Narayan Daga SachinRathl
Dated :30th May, 2014 (Managing Director) (Director)
Mar 31, 2013
To the members
The directors have immense pleasure in presenting Twenty First Annual
Report on the business and operations of the company together with the
Audited statement of Accounts for the financial year ended 31st
March,2013.
Financial Results.
During the year under review the financial results of your company are
as follows.
Particulars Period Ended Period Ended
31st March,2013 31st March,2012
(Rs,lacs) Rs.lacs)
Gross Receipts 1410.72 1207.29
Profit before
Depreciation 860.42 346.80
Depreciation (48.09) (60.76)
profit Before TAX 812.33 286.04
Provision for TAX (145.84) (45.86)
PROFIT After Tax 666.49 240.18
Brought Forward from
previous year 971.02 865.76
Appropriations
proposed Dividend (105.00) (105.00)
corporate Dividend Tax (17.84) (17.03)
Income Tax Provision
Written off 8.88
Transfer to General
Reserve (33.32) (12.01)
Balance Transfer to
Balance Sheet 1481.34 971.02
Figures in bracket indicate negative figures
Review of Business Operations
Financial year 2013 Key Financial Highlights
1. The Total Revenue of the company is Rs.1410.72 Lacs in FY 2012-13 as
compared to Rs.1207.29 Lacs in FY 2011-12 Growth of 16.85%
2. The profit before Tax of the company is Rs.812.33 Lacs in FY 2012-13
as companies to Rs.286.04 Lacs IN FY 2011-12 Growth of 183.99%.
3. The profit after Tax (pat) HAS INCREASED SUBSTANTIALLY DURING THE fy
2012-13 PAT IS Rs.666.49 Lacs in FY 2012-13 as compared to Rs.240.18
Lacs in FY 2011-12 Agrouth of 177.49%.
4. Earnings per share basis is RS.1.90 per share on the face value of
Rs.2.00 in FY 2012-13 as compared to Rs.0.69 PER SHARE ON THE FACE
VALUE OF RS.2.00 IN previous year 2011-12.
5. The company is a Depository participant of CDSL. The Depository
operation contributed gross revenue of Rs.14.98 Lacs during the
FY2012-13 as against Rs.19.31 Lacs in previous year 2011-12.
6. The number of beneficial owners a foliated with the DP Section of
company rose from 1010 to 10322 during the year.
While the long term India growth story is intact global recovery
appeared shaky with new financial stress emerging from the European
market Indian economy is estimated to have a 6.5% growth verses the
higher earlier estimated of 7%.
The major worries for India economy continued to be the higher fiscal
deficit driven by higher crude oil prices subsidy and import of gold
and the depreciating rupees.
Industrial growth measured in terms of index of industrial production
(IIP) witnessed fluctuating trends corporate earrings have also been
downgraded.
However government has taken certain measures to enhance the inflow
of foreign funds particularly through the route of bonds to maintain
the liquidity in system.
Segment - wise performance
The company is engaged in single line of business i.e. stock broking and
depositary participant services of CDSL which forms the part of
financial services and even managing for the increase in net profit of
the company.
Material development in human resources
Company''s management had always contributed to the promotion of the
employees by enchasing their skills and efficiency by arranging regular
training to the new and existing employees company is continuously
making efforts to enhance the performance of staff by creating a team
of committed professionals and organized the various training
programme who are contributing to the growth plans of the company.
Internal control and adequacy
The company is continuously maintaining adequate internal control
procedures corresponding with the size and nature of the business.
Future outlook
Over the last three years we had invested significantly in the
technologies corresponding with the size and nature long them. We have
entered the 21st year of operations with our continued emphasis on
technology up gradation and training.
We are well equipped and organizationally well positioned to handle the
challenges of emerging difficult n and competitive market scenario.
we look forward to receive from our large family of shareholders
associates and well wishers their continued support and encouragement.
Dividend
Your directors have recommended dividend for the financial year 2012-13
@ Rs.0.30 per Equity share having face value of Rs.2/- each.
Fixed Deposits
During the year under review your company has not accepted any deposit
within the meaning of section 58A of the companies Act,1956 and rules
made there under.
Directors
Pursuant to the provisions of the companies Act,1956 and the Articles
of Association of the company, Mr Sanjay Kumar Mimani and Mr, Brajesh
Sadani retire by rotation at the ensuing annual general meeting and
both being eligible offer themselves for re-appointment.
Corporate Government
Report on corporate Government pursuant to clause 49 of the Listing
Agreement is attached and forms part of this report.
STATUTORY DISCLOSURES
1. Particulars of employees under section 217(2A)
There was no employee drawing remuneration excess of the limits
specified in section 217 (2A) of the companies Act,1956 read with the
companies (particulars of Employees ) Rules,1975.
2. Particulars of conservation of Energy Technology Absorption
The company did not undertake any manufacturing activities during the
financial year. There is therefore no information to be disclosed under
the companies (Disclosure of particulars in the Report of Board of
Directors) Rules 1988.
3. Directors Responsibility statement under section 217 (2AA)
PUSUANT TO THE PROVISIONS OF SECTION 217 (2aa) OF THE COMPANIES
Act,1956 your Directors hereby confirm that.
i) in preparation of the annual accounts the applicable standards had
been followed along with proper explanation relating to material
departure.
ii) the directors had selected such accounting policies and applied
them consistently except for changing the system for providing the
depreciation during the year and made judgment 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 that period.
iii) the directors had taken proper and sufficient care for the
maintenance of 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 had prepared annual accounts on a going concern
basis.
Acknowledgment
Your Directors wish to express their gratitude to the business
assistance and guidance received from the investors clients bankers
stock exchanges regulatory and government bodies They also take
opportunity to place on record a sincere appreciation for the
contribution made by all the employees to the operation of the company
during the year.
On behalf of the Board of Directors
For DB (International) stock Brokers Limited.
sd/- sd/-
Shiv Narayan Daga Sachin Rathi
(Managing Dircetor) (Director)
place: New Delhi
Dated: 24th May,2013
Mar 31, 2012
The directors have immense pleasure in presenting 20th Annual Report
on the business and operations of the company together with the Audited
statement of Accounts for the financial year ended 31st March, 2012.
Financial Results
During the year under review the financial result of your Company are
as follows:
Particulars Period Ended 31st Period Ended 31st
March, 2012 March, 2011
(Rs. Lacs) (Rs. Lacs)
Gross Receipts 1207.29 1116.42
Profit before Depreciation 346.80 299.91
Depreciation (60.76) (52.79)
Profit Before Tax 286.04 247.12
Provision for Tax (45.86) (80.76)
Profit After Tax 240.18 166.36
Brought Forward from
previous year 865.76 786.63
Appropriations
Proposed Dividend (105.00) (70.00)
Corporate Dividend Tax (17.03) (11.36)
Income Tax Provision
Written off (0.88) (5.88)
Transfer to General Reserve (12.01) -
Balance Transferred to
Balance Sheet 971.02 865.76
Figures in bracket indicate negative figures
Review of Business Operations
Financial Year 2012 Key Financial Highlights
The Total Revenue of the Company is Rs. 1207.29 Lacs in FY 2011-12 as
compared to Rs. 1116.42 Lacs in FY 2010-11. A growth of 8.14%.
- The Profit before Tax of the Company is Rs. 286.04 Lacs in FY 2011
-12 as compared to Rs. 247.12 Lacs in FY 2010-11. A growth of 15.75%.
The Profit after Tax (PAT) has increased substantially during the FY
2011-12. PAT is Rs. 240.18 Lacs in FY 2011-12 as compared to Rs. 166.36
Lacs in FY 2010-11. A growth of 44.37%.
Earning Per share (basic) is Rs. 0.69 per share on the face value of
Rs. 2 in FY 2011-12 as compared to Rs. 0.48 per share on the face value
of Rs. 2 in FY 2010-11.
The Company is a Depository Participant of CDSL. The Depository
operation contributed gross revenue of Rs. 19.31 Lacs during the FY
2011-12 as against Rs. 20.12 Lacs in previous year 2010-11.
The number of beneficial owners affiliated with the company rose from
9315 to 10104 during the year.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The weak global economic prospects and continuing uncertainties in the
international financial markets have had their impact on emerging
market economies like ours. Reining in inflation and containing
inflationary expectations were the dominating objectives of monetary
policy during 2011-12. The RBI hiked the repo rate 13 times between
March 2010 and January 2012, cumulatively by 375 basis points (bps). At
the same time, sight must not be lost of the fact that, by any cross
country comparison, India remains among the front-runners.
BSE Sensex dropped from 19445.22 in March 2011 to 17404.20 in March
2012.
The reasons for the relatively flat profit growth are macro economic as
well as global financial crises, we are happy to report that the
company has kept its focus on the long term strategy while growing the
top line and preserving the bottom line.
In the year under review, company has initiated the process of
expanding its client base among retail/HNI customers on PAN India
basis.
Segment-wise Performance
The Company is engaged in single line of business i.e. stock broking
and depositary participant services of CDSL which forms the part of
Financial Services and there is no other segment apart from the main
one.
Financial Performance/Operational Performance
The trend in the Stock Market has remained bearish still the company
has managed for the increase in net profit of the Company. I
Material development in human resources
Company's management is making continuous efforts to promote the staff,
induct professionals and to train the existing employees to enhance
their level of efficiency and performance. The Company is in the
process of building a team of committed professionals who are capable
of contributing in the expansion plans of the company.
Internal Control and adequacy
The Company maintains sufficient internal control procedures
commensurate with the size and nature of the business. Future Outlook
The main focus of the company is to provide Reliable, Robust and
Restrained Online trading platform to its clients. The company
continuously attempts to remain competitive in the market through
technological innovation and value added services to our clients. We
are well equipped and organizationally well positioned to handle the
challenges of the emerging difficult and competitive market scenario, we
look forward to receive from our large family of shareholders,
associates and well wishers, their continued support and encouragement.
Dividend
Your directors have recommended dividend for the financial year 2011-12
@ Rs. 0.30 per Equity Share having face value of Rs. 2/- each.
Fixed Deposits
During the year under review, your Company has not accepted any deposit
within the meaning of Section 58A of the Companies Act, 1956 and rules
made there under.
Directors
Pursuant to the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Mr. Sachin Rathi and Mr. Chandra Mohan
Bahety retire by rotation at the ensuing annual general meeting and
both being eligible offer themselves for re-appointment.
Auditors
The Auditors of your Company, M/s Chaudhry Vigg James & Company,
Chartered Accountants, hold office till the conclusion of ensuing
Annual General Meeting and have confirmed their eligibility and
willingness to accept office, if re-appointed. Your directors
recommend their appointment.
Achievement
We are happy to declare that the shares of your company have been
listed on the National Stock Exchange of India Limited on 29th
February, 2012 under DBSTOCKBRO symbol. Now our shares are listed on
both the premier stock, exchange of India NSE & BSE.
Listing of Securities of the Company
The Annual Listing Fee for the year 2011-2012 has been paid to NSEIL
and BSE.
Corporate Governance
Report on Corporate Governance pursuant the Clause 49 of the Listing
Agreement is attached and forms part of this report.
STATUTORY DISCLOSURES
1. Particulars of employees under section 217(2A)
There was no employee drawing remuneration in excess of the limits
specified in Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
2. Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings & Outgo under section 217(1)(e)
The Company did not undertake any manufacturing activities during the
financial year. There is, therefore, no information to be disclosed
under the Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988
The Company do not have any foreign exchange earnings and outgo during
the year under review.
3. Directors' Responsibility Statement under section 217(2AA)
Pursuant to the Provisions of Section 217 (2AA) of the Companies Act,
1956, your Directors hereby confirm that:
i) in preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii) 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
of the Company at the end of the financial year 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 had prepared annual accounts on a 'going concern'
basis.
Acknowledgment
Your Directors wish to express their gratitude to the business
assistance and guidance received from the investors, clients, bankers,
stock exchanges, regulatory and government bodies. They also take this
opportunity to place on record a sincere appreciation for the
contribution made by all the employees to the operation of the Company
during the year.
On behalf of the Board of Directors
For DB (International) Stock Brokers Limited
Sd/- Sd/-
Place : New Delhi Shiv Narayan Daga Sachin Rathi
Dated : 25th May, 2012 (Managing Director) (Director)
Mar 31, 2010
The directors have pleasure in presenting 18th Annual Report together
with the Audited
Accounts for the financial year ended 31st March, 2010
Financial Results
During the year under review the financial result of your Company are
as follows:
Particulars Period Ended 31st Period Ended 31st
March. 2010 March. 2009
(Rs. Lacs) (Rs. Lacs)
Gross Receipts 821.79 604.00
Profit before Depreciation 203.63 60.96
Depreciation (36.15) (26.73)
Profit Before Tax 167.68 34.23
Provision for Tax (51.53) (10.13)
Profit Alter Tax 115.75 24.10
Brought Forward from
previous year 752.50 738.43
Appropriations_
Proposed Dividend 70.00 0.00
Corporate Dividend Tax 11.63 0,00
Income Tax Provision Written off 0.00 (10.03)
Balance Transferred
to Balance Sheet 786.63 752.50
Business Operations overview.
During the year under review, the gross receipts of the company are Rs.
821.79 Lacs as against Rs. 604.00 Lacs in the previous year 2008-2009
and registered a growth of 36.05%. The net profit alter tax of the
Company is Rs. 115.75 Lacs in the current year 2009-2010 as against Rs.
24.10 lacs in the previous year 2008-2009 and registered a growth of
380.08%.
MANAGEMENT DISCUSSION ft ANALYSIS REPORT
Indian Economy has grown well in the past year overcoming all the fears
of recession inspite of the European Union slowdown. It is expected to
do well in the current financial year also. As a result at these
positive developments and a stable government at the centre stock
markets are doing well. BSE Sensex rose from 9,708 in March 2009 to
17,527 in March 2010. Results of the company have also shown
substantial improvement in the bottom line.
In the year under review company has initialed the process of expanding
its client base among retail/HNI customers on PAN India basis.
Segment-wise Performanee
The Company deals in single line of business and there is no other
segment apart from the main one.
Financial Performance/Operational Performance
- The Bullish trend in the Stock Market and strong economic indicators
have resulted In the increase in the net profit of the Company.
-Authorised Share Capital of the Company has been increased from Rs.
3,10.00,000/- to Rs. 10,00,00,000/- during the financial year
2009-2010.
-The Company came out with preferential issue of 40,00,000 equity
shares @ Rs. 29/- per share. Proceeds of the issue is being utilized
for expanding the business of the company.
Material development In human resources
Sincere efforts are being made to induct professionals and to train the
existing employees to enhance their level of competence and
performance. The Company is in the process of building a team of
committed professionals who can actively participate in the expansion
plans of the company.
Internal control and adequacy
The Company maintains sufficient Internet control procedures
commensurate with the size and nature of the business.
Future Outlook
The Company is operating with the objective of creating and building
long and healthy relationship with its customers by providing
specialized services to meel their various requirements. Your Company
is committed to gain its customer irust and ensuring customer
satisfaction. During the year under review your Company has been able
to increase its client base even in tough competitive environment and
also committed to achieve better performance in the next year and to
strengthen the bottom line.
Dividend
Your directors have recommended dividend for the financial year
2009-2010 @ Rs. 1/- Equity
Share on existing face value of Rs. 107- each,
Fixed Deposits
During the year under review, your Company has not accepted any deposit
within the meaning of Section 58A of the Companies Act, 1956 and rules
made thereunder.
Directors
Pursuant to the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Mr. Chandra Mohan Bahety and Mr. Sachin
Rathi retire by rotation at the ensuing annual general meeting and both
being eligible offar themselves for re-appointment.
Auditors
The Auditors of your Company, M/s Agrawal Dugar & Associates, Chartered
Accountants, hold office till the conclusion of ensuing Annual General
Meeting and have confirmed their eligbility and willingness to accept
office, if re-appolnted. Your directors recommend their appointment.
Listing of Securities of the Company
Presently, the shares of your Company are listed at Bombay Stock
Exchange and the Annual Listing Fee for the year 2009-2010 has been
paid for the same.
Corporate Governance
Report on Corporate Governance pursuant the Clause 49 of the Listing
Agreement Is attached and forms part of this report.
STATUTORY DISCLOSURES
1. Particulars of employees under section 217(2A)
There was no employee drawing remuneration in excess of the limits
specified in Section 217(2A) of the Companies Act. 1956 read with the
Companies (Particulars of Employees) Rules. 1975.
2. particulars of Conservation of Energy. Technology absorption and
Foreign Exchange Earnings & Qutgo under section 217 (1)(e)
The Company did not undertake any manufacturing activities during the
financial year. There is, therefore, no information to be disclosed
under the Companies (Disclosure of Particulars In the Report of Board
of Directors) Rules, 1988
The Company do not have any foreign exchange earnings and outgo during
the year under review.
3. Directors Responsibility Statement under section 217(2AA)
Pursuant to the Provisions of Section 217 (2AA) of the Companies Act,
1956, your Directors hereby confirm that:
1. in preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
ii. 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
of the Company at the end of the financial year 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 had prepared annual accounts on a going concern"
basis
Acknowledgment
Your Directors wish to acknowledgement their gratitude to the business
associates, customers, bankers and stock exchanges for their continued
patronage, assistance and guidance. They also take this opportunity to
place on record a sincere appreciation for the contribution made by all
the employees to the operation of the Company during the year.
By Order of the Board
For DB (International) Stock Brokers Limited
Sd/- Sd/-
Place : New Delhi Shiv Narayan Daga SachinRathl
Dated : 19th July, 2010 (Managing Director) (Director)
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