To
The Shareholders of the Company,
Your Directors are pleased to present this 32nd Annual
Report together with the Audited Annual Financial Statements for the year ended March
31,2023.
FINANCIAL HIGHLIGHTS- AT A GLANCE
> Overall Performance of your Company
The Financial Year 2022-23 had been a little tumultuous for the Company
as your Company has shown a conventional performance during the year under review. The Net
Loss of your Company, on standalone basis, stood at Rs. (484.74) Lakh & Rs.(485.43)
Lakh on Consolidated basis for the financial year 2022-23 as compared to the net profit of
Rs. 47.74 Lakh on standalone basis & Rs.46.78 on Consolidated basis in the Financial
Year 2021-2022.
> The financial summary, performance highlights operations/state of
affair of yourCompany for the years are summarized below:
(Amount In Lakh)
PARTICULARS |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Income from Business Operations |
- |
- |
- |
- |
Other Income |
103.12 |
353.42 |
103.21 |
354.46 |
Total Income |
103.12 |
353.42 |
103.21 |
354.46 |
Less: Expenditure except Depreciation |
160.86 |
233.66 |
160.80 |
234.85 |
Profit/ Loss before Depreciation and Tax |
(57.74) |
119.76 |
(57.59) |
119.61 |
Less: Depreciation |
32.72 |
31.94 |
33.65 |
32.67 |
Profit/ Loss before Tax |
(90.46) |
87.82 |
(91.24) |
86.94 |
Less: Tax Expense |
- |
- |
|
|
Add: Deferred Tax Asset |
398.59 |
37.90 |
398.50 |
37.98 |
Add: MAT Credit Entitlement |
- |
- |
- |
- |
Less: Prior Period Taxes |
(4.81) |
1.50 |
(4.81) |
1.50 |
Net Profit/Loss after tax |
(484.24) |
48.42 |
(484.93) |
47.46 |
Add: Other Comprehensive Income |
(0.50) |
(0.68) |
(0.50) |
(0.68) |
Net Profit/Loss for the period |
(484.74) |
47.74 |
(485.43) |
46.78 |
Earnings per share: |
|
|
|
|
Basic |
(2.19) |
0.22 |
(2.19) |
0.21 |
Diluted |
(2.19) |
0.22 |
(2.19) |
0.21 |
RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS UNDER
SECTION 134(3)(i) OF THE COMPANIES ACT, 2013
During the year under review, the revenue from operations stood at NIL
similar to last financial year on standalone basis. Earning before Tax (EBT) for the
period was to Rs. (90.46) Lakh as compared to Rs. 87.82 Lakh of last fiscal. Earning after
Tax (PAT) also decreased to Rs. (484.24) Lakh as compared to Rs. 48.42 Lakh of last fiscal
and EPS decreased to Rs. (2.19) as compared to Rs. 0.22 of last financial year.
DIVIDEND
No Dividend was declared for the current financial year due to losses
incurred by the Company during the year under review.
INDIAN ACCOUNTING STANDARDS
As per the requirements of notification dated 16thFebruary, 2015 issued
by the Ministry of Corporate Affairs (MCA), Financial Statements of the Company for the
Financial Year 2022-23 have been prepared as per Ind AS.
RESERVES
The Board, in light of losses incurred during the year under review,
proposes no amount for transferring to the reserves.
SHARE CAPITAL
There was no change under the Share Capital during the year under
review as the Company has not issued any shares including Equity Shares, Shares with
Differential Voting Rights, Stock Options, Sweat Equity, etc. The Company has not bought
back any equity shares during the year 2022-23.
As on 31st March, 2023, paid-up share capital of the Company stood at
Rs. 221,250,540/- consisting of 22,125,054 Equity Share of Rs. 10/- each.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
Since there was no unpaid/unclaimed Dividend declared or paid by the
Company, the provisions of Section 125 of the Companies Act, 2013 do not apply on the
Company for the period under review.
DEPOSITS
During the year under review, the Company has not accepted any deposits
in terms of Section 73 of the Companies Act, 2013.However, as on 31.03.2023, there are
outstanding fixed deposits aggregating to Rs.4410.01 lacs are payable and the Hon'ble
Court had appointed the committee of Justice Anil Kumar, former Judge of Delhi High Court
and who has invited claims from Depositors for the verification and payment as per report/
scheme. Once this exercise is complete and report is submitted to the Court, the numbers
and the value of un-claimed deposits will be known. After the Demise of Justice Anil
Kumar, Delhi High Court had appointed Sh. Laxmi Kant Gaur District Judge (Retd.) to head
One person Committee to resolve the Depositors pending issue with the Company &
Company is now working under directions of Sh.Laxmi Kant Gaur. District Judge (Retd.) for
the resolution of outstanding Fixed Deposit holders as well as Debenture holders.
SUBSIDIARY/ ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company has One Subsidiary Company named as Global IT Options
Limited' within the meaning of Section 2(87) of the Companies Act, 2013
("Act") and there are no associates or joint venture companies within the
meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Pursuant to the
provisions of Section 129(3) of the Act, a statement containing the salient features of
financial statements of the Company's subsidiary is mentioned in Form AOC-1 is marked
as "Annexure-A" with this report.
REVISION OF FINANCIAL STATEMENT
There was no revision of the financial statements of the company, for
the year under review. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented in a separate section of this Board Report.
CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
The details about the changes in Directors or Key Managerial Personnel
by way of Appointment, Re-designation, Resignation, Death, Dis-qualification, variation
made or withdrawn etc. are as follows:
S.No. Name |
Designation |
Appointment |
Cessation |
1. Mrs. Nidhi Deveshwar |
Wholetime Director |
14.02.2022 (Regularized at EGM held on
06.05.2022) |
- |
2. Ms. Daman Preet Kaur |
Independent Director |
11.08.2017 |
29.11.2022 |
3. Ms. Parul Singh |
Additional Director |
29.11.2022 |
- |
4. Ms. Parul Singh |
Independent Director |
29.11.2022 (Regularized at EGM held on
20.01.2023) |
|
The Board places on record its appreciation for the services rendered
by Ms. Daman Preet Kaur, during her term as Independent Director of the Company &
whose tenure from the office of Independent Director has ended on 29.11.2022.
Opinion of the Board with regard to integrity, expertise and experience
(including the proficiency) of the independent directors appointed during the year
The Board of Directors have evaluated the Independent Director
appointed during the year 2022-23 and opined that the integrity, expertise and experience
(including proficiency) of the Independent Directors is satisfactory.
Retirement by Rotation
Pursuant to Section 149(13) of the Companies Act, 2013, the independent
directors are not liable to retire by rotation. Further Section 152(6) of the Companies
Act, 2013 stipulates that 2/3rd of the total number of directors of the public company
should be liable to retire by rotation and out of such directors, 1/3rd should retire by
rotation at every Annual General Meeting of the company. To meet the requirement of
provisions of Section 152(6) of the Companies Act, 2013 Mr. Kaushal Kashyap (DIN:
07683753)Director will be retiring by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment. The Board recommends his re-appointment
to the Board of Directors of the Company at the ensuing Annual General Meeting.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION
149(6) OF COMPANIES ACT, 2013
All Independent Directors have given declarations under Section 149(7)
of the Companies Act, 2013 that they meet the criteria of Independence as laid down under
section 149(6) of the Companies Act, 2013 and Rules made thereunder to be read with SEBI
(Listing Obligation & Disclosure Requirement) Regulation, 2015.
ANNUAL RETURN UNDER SECTION 134(3)(a) OF THE COMPANIES ACT, 2013
As required under Section 134(3)(a) of the Act, the Annual Return for
the financial year ended on 31st March 2023 in Form MGT-7 pursuant to section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,
2014 is put on the Company's website and can be accessed at
https://dfslonline.in/investor.html.
NUMBER OF MEETINGS OF THE BOARD& COMMITTEES
During the financial year ended on March 31,2023, 9 Board Meetings were
held & the dates on which the Board meetings were held are 04.04.2022, 27.05.2022,
09.08.2022, 05.09.2022, 22.10.2022,10.11.2022, 29.11.2022, 19.12.2022 & 08.02.2023.
The maximum interval between any two meetings didn't exceed 120 days, as prescribed
in the Companies Act, 2013.Further, details of the meetings of the Board and its
Committees are given in the Corporate Governance Report, which forms part of the Annual
Report.Further, during the year, a separate meeting of the Independent Directors of the
Company was held on March 16, 2023 to discuss and review the performance of all other
nonindependent Directors, Chairperson of the Company and the Board as a whole and for
reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act,
2013 and under Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with the
provisions of section 177 of the Companies Act, 2013 to be read with Regulation 18 of the
SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Audit
Committee of the Company comprises of Ms. Richa Kalra(Chairperson), Mrs. Nidhi Deveshwar
and Mr. Sanjay Sahni as Members. During the year, all the recommendations made by the
Audit Committee were accepted by the Board.
The Composition of Audit Committee is given in the Corporate Governance
Report which forms the integral part of this Annual Report.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is
constituted in line with the provisions of Section 178 of the Companies Act, 2013 to be
read with Regulation 19 of the SEBI (Listing Obligation &Disclosure Requirement)
Regulation, 2015. The Nomination and Remuneration Committee of the Company comprises of
Ms. Richa Kalra(Chairperson), Mrs. Nidhi Deveshwar and Mr. Sanjay Sahni as Members.
The Composition of the Committee is given in the Corporate Governance
Report which forms the integral part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Company is
constituted in line with the provisions of section 178 of the Companies Act, 2013 to be
read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement)
Regulation, 2015. The Stakeholders' Relationship Committee of the Company comprises
of Ms. Richa Kalra (Chairperson), Mrs. Nidhi Deveshwar and Mr. Kaushal Kashyap as Members.
The Composition of the Committee is given in the Corporate Governance
Report which forms the integral part of this Annual Report.
VIGIL MECHANISM
The Vigil Mechanism is part of Audit Committee of the Company, which is
constituted in line with the provisions of section 177 of the Companies Act, 2013 to be
read with Regulation 18 & 22 of the SEBI (Listing Obligation & Disclosure
Requirement) Regulation, 2015.
BOARD ANNUAL EVALUATION UNDER SECTION 134(3)(p) OF THE COMPANIES ACT,
2013
The provisions of Section 134(3)(p) of the Companies Act, 2013 read
with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate
that a Formal Annual Evaluation is to be made by Board of its own performance and that of
its Committee and individual Directors. Schedule IV of the Companies Act, 2013 states that
performance evaluation of the Independent Director shall be done by Directors excluding
the Director being evaluated. The Board carried out a formal annual performance evaluation
as per the criteria/framework laid down by the Nomination & Remuneration Committee of
the company and adopted by the Board. The evaluation was carried out through a structured
evaluation process to judge the performance of individual Directors including the
Chairperson of the Board. They were evaluated on parameters such as their education,
knowledge, experience, expertise, skills, behavior, leadership qualities, level of
engagement & contribution, independence of judgment, decision making ability for
safeguarding the interest of the Company, stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out
by the entire Board except the participation of concerned Independent Director whose
evaluation was to be done. The performance evaluation of the Chairperson and the Non
Independent Directors was carried out by the Independent Directors. The Board was
satisfied with the evaluation process and approved the evaluation results there of.
STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION,
RESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR:
The tenure of M/s. Mukesh Aggarwal & Co., Chartered Accountants,
Statutory Auditors of the Company expires from the conclusion of 31stAnnual General
Meeting. The Board of Directors on recommendation of Audit Committee proposed to the
members for the re-appointment of M/s. Mukesh Aggarwal & Co., Chartered Accountants
(Firm Registration No. 000393N) as Statutory Auditors of the Company for a next term of
Five years to hold office till the conclusion of 36thAnnual General Meeting of the Company
but the members could not approve the same and hence M/s. Mukesh Aggarwal and Co.,
Chartered Accountants, ceased to act as the Statutory Auditor of the Company from the
conclusion of 31st Annual General Meeting of the Company.
The Board of Directors on recommendation of Audit Committee proposed to
the members for the appointment of M/s. V. Sahai Tripathi & Co., Chartered
Accountants(FRN: 000262N), in their meeting held on October 22, 2022 as Statutory Auditors
of the Company. The members at their meeting held on January 20, 2023 appointed M/s. V.
Sahai Tripathi& Co., Chartered Accountants (FRN: 000262N), as the Statutory Auditors
of the Company for a term of five consecutive years to hold the office from the conclusion
of the Extra Ordinary General Meeting till the conclusion of 36th Annual General Meeting
of the Company to be held for the financial year ending March 31,2027.
Qualification(s) and Directors' comments on the report of
Statutory Auditor:
(i) Justice Anil Kumar* as one man committee was appointed vide order
dated:- 3rd September, 2015 by the Hon'ble High Court of Delhi to scrutinize the list
of depositors and other claimants and to take steps enumerated hereinafter with the view
to resolve at-least some of the disputes. The one-man committee submitted its report on to
Hon'ble High Court of Delhi on 22nd April, 2016.Taking cognizance of the report,
Hon'ble High Court of Delhi on 10th August, 2017 accepted the recommendation of
one-man committee enumerated in the report. Under Scheme of One-Man Committee, interest of
Rs 235 Lakhs are payable to Debenture Holders and Rs 1,448 Lakhs are payable to Fixed
Depositors under Phase-2 of Schedule of Payments laid down by One Man Committee. Presently
the said committee has waived any further payment of Interest to Fixed Depositors,
Debenture-holders and other lenders, however on complete liquidation of properties and
investments, if any surplus remains after payment to all stakeholder creditors, then
further payment of Interest would be decided. All stakeholders' creditors which are
covered under scheme has given its consent to the scheme. No provision of Rs. 1,683 Lakhs
as laid down under the scheme towards Interest on Debentures and Fixed Deposits, have been
provided in the financial statements on the outstanding amount of Debentures and Fixed
Deposits.
Had interest of Rs. 1,683 Lakhs been provided for in the financial
statements of year ending 31st March 2018 on outstanding amount of Debentures and Fixed
Deposits, the Net Profit before tax would have been lowered by Rs. 1,683 Lakhs and Net
Profit after tax would have been lowered by Rs. 1,340 Lakhs as at 31st March, 2018. The
cumulative net loss as well as Current Liabilities as at 31st March, 2023 would have been
higher by Rs 1,340 Lakhs. The same has been explained in Note 17.2 and Note 17.3
*The Hon'ble High Court of Delhi has appointed Mr. Laxmi Kant
Gaur, District Judge (Retd.) vide its order dated 29th July 2021, as the One Man Committee
in place of Hon'ble Mr. Justice Anil Kumar (in view of his unfortunate demise).The
One Man Committee would continue from the stage at which the exercise assigned to the One
Man Committee by the High Court stands, at the stage when Hon'ble Mr. Justice Anil
Kumar unfortunately expired. The agenda of the One Man Committee would be as per the order
dated 3rd September, 2015, read with subsequent orders passed, if any, in that regard.
Director's Comment: Provision of interest on certain liabilities
covered under Para i and under notes 17.2. & 17.3 is in accordance with the Scheme of
restructuring filed by the Company before the Hon'ble Delhi High Court, which provides for
waiver and cancellation of interest and the same is pending before the Hon'ble Court.
Further, the quantum of interest, if any will be decided by the High Court of Delhi upon
completion of phase II payments and sale of assets.
(ii) For redemption of B' series debentures of Rs. 2014.98
Lakhs debenture redemption reserve is required to be created. Debenture redemption reserve
of Rs. 2014.98 Lakhs has not been created due to insufficient profits. The same has been
explained in Note 17.2.
Director's Comment: Non-creation of debenture redemption reserve.
The same cannot be created due to insufficient profits in the past against the redemption
of debenture. This has no impact on financial results of the company as redemption reserve
is to be created out of Reserve and Surplus available with the company. Company has
commenced repayments in the earlier years as well as in the current Year as per directions
of the Hon'ble High Court of Delhi vide order dated 10th Aug,2017 and recommendations of
One Man Committee. Company is still not creating Debenture redemption Reserve for the same
reason that it has no sufficient profits to do so.
(iii) The value of assets charged as security in favor of banks,
debenture-holders & financial institutions have been depleted over a period of time.
The depletion has not yet been ascertained by the Company. To the extent of shortfall, if
any, the liability is unsecured, whereas the same has been shown as secured. The same has
been explained in Note 17.2.
Director's Comment: It relates to ascertainment of Security
against Debentures and Bank Loan, which could not be ascertained since the Company has
litigation with various Lease and Hire Purchase customers and the matters are sub-judice,
hence confirmations and acknowledgments are not feasible.
(iv) Balance confirmation of bills receivable and payable, advances
recoverable in cash or in kind, receivables and payables relating to lease and hire
purchase, lease security deposit of which party wise details are not available. Balance
confirmation of inter-corporate deposits, FD balances with Bank, interest on FD from
banks, balance of ex-employees, margin against L/C, loans from institutions, banks, no
dues certificate on payment of loans from bank and other receivables and payables have not
been received from the parties/persons concerned. In the absence of balance confirmation,
the closing balances as per books of accounts have been incorporated in the final accounts
and have been shown, unless otherwise stated by the management about its recoverability in
the financials including considering the NPA Provisions, are good for recovery/payment.
Time barred debts under the Limitations Act have not been separately ascertained and
written off or provided for. In the absence of such confirmation & corresponding
reconciliation, it is not feasible for us to determine financial impact on the financials
and the amount referred as payable in the financials can differ. (Please refer Note
No.-39)
Director's Comment: Balance Confirmation of Bills Receivable and
Payable, advances recoverable in cash or in kind, receivables and payables relating to
lease and hire purchase and lease security deposit - Note 39 - In view of litigation with
creditors mentioned in the Note 39, it's not possible to obtain the balance confirmations
(v) Contingent liabilities and Other Commitments
v(a) During the year ended 30th June, 2011 the company's tenant
had filed a claim of Rs. 100.00 lacs against the company due to damages suffered by the
tenant which is still pending under arbitration proceedings as on 31st March, 2023.
Director's Comment: There are certain disputes with the tenant and
the claim of tenant is contested
v(b)There is an award passed by the High Court vide its judgment dated
April 27, 2022 against the company in the matter of MS Shoes East Limited for Rs. 12.82
lacs i.e. the claim amount, along with interest of Rs. 8.97 lacs for an underwriting given
by the company in the year 1995 for the public issue of M/s MS Shoes East Ltd.
Director's Comment: Both parties have filed an appeal against the
judgement dated 27.4.2022 and both the matter are being heard by the Hon'ble High
Court of Delhi. In view of this no provision has been made.
v(c) Due to dispute with the builder namely M/s NBCC Ltd. from which
the company had purchased an office premises in the year 1995, regarding a claim of Rs.
288.29 lacs on account of increase in super area and certain other expenditure which the
builder i.e. M/s NBCC Ltd. had incurred and the same is pending in arbitration. Breakup of
the amount of Rs. 288.29 lacs mentioned supra is as follows:
S. No. Description |
Amount (In Lacs) |
1. Difference in super area Vs. provisional area |
229.28 |
2. Claim of property tax |
3.19 |
3. Claim of ground rent |
21.67 |
4. Allied charges |
7.82 |
5. Augmentation of Electric sub station |
1.33 |
6. Loss of profit |
20.00 |
7. Arbitration cost |
5.00 |
TOTAL |
288.29 |
During the financial year ending March 31, 2021, the award was given in
respect of dispute that has arisen between NBCC Ltd. (Claimant) and DCM Financial Services
Limited (Respondent) in relation to sale of Commercial Space-Upper Ground Floor NBCC
Place, Pragati Vihar, New Delhi by the Claimant to the respondent.
The summary position of award is as under:
Party |
Amount Claimed (in Lacs) |
Awarded (in Lacs) |
NBCC Ltd.- Claimant |
434.95 |
41.06 |
DCM Financial Services Limited - Counter Claimant/ Respondent |
3,269.50 |
78.97 |
In addition to the above, Interest @ 10% is payable by both the parties
on their respective amounts.
That whereas NBCC has filed objections to the award in Delhi High Court
in Dec 2020 and the same appears to be lying in objections. That DCM has also filed
objection in Delhi High Court and the same has not being listed so far.
Director's Comment: Both parties have filed an appeal against the
award before the Hon'ble High Court of Delhi. In view of this no provision has been made.
Rest of the observations/ comments of auditors are self-explanatory and
need no comments
B. SECRETARIAL AUDITOR
Pursuant to provision of Section 204 of the Companies Act, 2013, read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the
Company has appointed
M/s. Jain P & Associates, Company Secretaries to undertake
Secretarial Audit of the Company for the Financial Year 2022-23.
The Secretarial Audit was conducted by Ms. Preeti Mittal, Company
Secretary, and the report thereon is annexed herewith as "Annexure-C.".
Qualification(s) and Directors' comments on the report of
Secretarial Auditor:
Observations in the report are on the basis of facts and are
self-explanatory
Annual Secretarial Compliance Report
The provisions of Regulation 24A of the SEBI (Listing Obligations and
Disclosure) Regulations, 2015 are applicable on the Company. Therefore, the Company has
obtained a certificate from a Practicing Company Secretary and has been attached with this
Annual Report as "Annexure-D"
C. INTERNAL AUDITOR
The Company had appointed M/s. STVG & Co., Chartered Accountants as
Internal Auditor of the Company at their Board Meeting held on 09.08.2022 to carry out the
Internal Audit Functions. The Internal Auditor submits a "Quarterly Report" to
the Audit Committee for its review.
D. COST AUDITOR
Your directors hereby inform you that the Company does not fall under
the criteria as specified under Section 148 (1) of Companies Act, 2013 read with Companies
(Cost Record and Audit) Rules, 2018 for maintenance of cost accounts. Therefore, the
Company is not required to maintain the cost records in respect of its products/service.
Therefore, no requirement of Appointment of Cost Auditor arises.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and / or Board under
Section 143(12) of Act and Rules framed thereunder.
PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Act are given in the notes to Financial Statements
forming part of the Annual Report.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188 OF THE COMPAIES ACT, 2013
During the financial year 2022-23, the Company has not entered into any
contracts/arrangements/ transactions with related parties which could be considered
material in accordance with the Company's Policy on Materiality of Related Party
Transactions. All the transactions made on arm's length basis are being reported in
Form No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed as "Annexure-B".
DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE
DATE OF THIS REPORT, IF ANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013
There were no material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year of the Company to
which this financial statement relate and on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
To the best of the Management's knowledge, there has been no
material order passed by any regulator or Court or Tribunal impacting the Going Concern
status of the Company's operations.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
During the Financial Year 2022-23, there was no application made and
proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any
Financial and/or Operational Creditors against your Company.
As on the date of this report, there is no application or proceeding
pending against your company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, there has been no one time settlement of
loan taken from Bank & Financial Institution.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUT-GO
The requisite information with regard to conservation of energy,
technology absorption and foreign exchange earnings and outgo, in terms of the Section
134(3)(m) of the Companies Act, 2013, readwith Companies (Accounts) Rules, 2014 is given
below:
Conservation of energy |
|
1. the steps taken or impact on conservation of energy |
Nil |
2. the steps taken by the company for utilizing alternate
sources of energy |
Nil |
3. the capital investment on energy conservation equipment |
Nil |
Technology absorption |
|
1. the efforts made towards technology absorption |
Nil |
2. the benefits derived like product improvement, cost
reduction, product development or import substitution |
Nil |
3. in case of imported technology (imported during the last
three years reckoned from the beginning of the financial year) |
Nil |
4. the details of technology imported |
Nil |
5. the year of import |
Nil |
6. whether the technology been fully absorbed |
Nil. |
7. if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof; and |
Nil |
8. the expenditure incurred on Research and Development |
Nil |
Foreign exchange earnings and Outgo |
|
1. The Foreign Exchange earned in terms of actual inflows
during the year |
Nil |
2. The Foreign Exchange outgo during the year in terms of
actual outflows |
Nil |
Further, there were no foreign exchange earnings and outgo during the
year under review.
RISK MANAGEMENT
The provisions of SEBI Regulations for formation of Risk Management
Committee are not applicable to the Company. However, as per section 134 (3) (n) of
Companies Act 2013, the company regularly maintains a proper check in normal course of its
business regarding risk management. Currently, the company does not identify any element
of risk which may threaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not fall under the criteria of net worth, turnover or
profit for applicability of Corporate Social Responsibility (CSR) provisions as per
Section 135 of the Companies Act, 2013, hence the same are not applicable to the company
for the period under review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Vigil Mechanism Policy of the Company is constituted in line with
the provisions of section 177 of the Companies Act, 2013 to be read with Regulation 22 of
the SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015. The Company
promotes ethical behavior in all its business activities. Towards this, the Company has
adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can
be made by a whistle blower through an e-mail or a letter to the Compliance Officer or to
the Chairperson of the Audit Committee. The Audit Committee also reviews complaints/
issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly
basis. The whistle blower policy is uploaded on the website of the Company and can be
accessed at http:// dfslonline.in/policv/5.pdf
During the year under review, no protected disclosure concerning any
reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the
Company was received by the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of "The Sexual Harassment of Women at
Workplace (Prevention, Prohibition &Redressal) Act, 2013" and Rules made
thereunder, your Company has constituted Internal Complaints Committee (ICC) at its
workplaces. During the year, no complaints were filed with the Company.
Number of complaints received |
Number of complaints disposed of |
Number of complaints pending more than ninety days |
Number of workshops or awareness programme against sexual
harassment |
NIL |
NIL |
NIL |
NIL |
CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation, 2015 to be read with Part A of
Schedule V of the said regulations, a separate section on corporate governance practices
followed by the company, together with the certificate from the Practicing Company
Secretary confirming compliance forms an integral part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal Financial Control
system commensurate with the size, scale and complexity of its operation. The system
encompasses the major processes to ensure reliability of financial reporting, compliance
with policies, procedures, laws, and regulations, safeguarding of assets and economical
and efficient use of resources.
The Company has performed an evaluation and made an assessment of the
adequacy and the effectiveness of the Company's Internal Financial Control System.
The Statutory Auditors of the Company have also reviewed the Internal Financial Control
system implemented by the Company on the financial reporting and in their opinion, the
Company has, in all material respects, adequate Internal Financial Control system over
Financial Reporting and such Controls over Financial Reporting were operating effectively
as on 31stMarch, 2023 based on the internal control over financial reporting criteria
established by the Company.
The policies and procedures adopted by the Company ensures the orderly
and efficient conduct of its business and adherence to the company's policies,
prevention and detection of frauds and errors, accuracy & completeness of the records
and the timely preparation of reliable financial information.
The Internal auditors continuously monitor the efficacy of internal
controls with the objective of providing to the Audit Committee and the Board, an
independent, objective and reasonable assurance on the adequacy and effectiveness of the
organization's risk management with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the
Internal Auditors. The Audit Committee also meet the Company's Statutory Auditors to
ascertain their views on the financial statements, including the financial reporting
system and compliance to accounting policies and procedures followed by the Company.
PERSONNEL RELATIONS
Your Directors hereby place on record their appreciation for the
services rendered by executives, staff and other workers of the Company for their hard
work, dedication and commitment. During the year under review, relations between the
Employees and the Management continued to remain cordial.
PARTICULARS OF EMPLOYEES
The Particulars of Remuneration of Employees during the year 2022-23
pursuant to the provisions of Section 197, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is disclosed as an "Annexure-E".
Disclosure as per Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
(i) the ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year - 0.625
(ii) the percentage increase in remuneration of each Director, Chief
Financial Officer(CFO), Chief Executive Officer(CEO), Company Secretary(CS) or Manager, if
any, in the financial year;
Director (Nil%)
KMP (CS & CFO) (17.13%)
(iii) the percentage increase in the median remuneration of employees
in the financial year 9.00%
(iv) the number of permanent employees on the rolls of company; 6
(v) a) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year = 11.368 % and
its comparison with the
b) percentile increase in the managerial remuneration (8.565%) and
c) justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration paid according to Remuneration
Policy of the Company.
Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 Disclosure of Top Ten Employees in
terms of remuneration drawn and the name of every employee is given in
"Annexure-E"
The remuneration paid to all Key Managerial Personnel was in accordance
with the remuneration policy as adopted by the company.
REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination &Remuneration
Committee framed a policy for selection and appointment of Directors, Senior Management
Personnel and fixation of their remuneration thereof. The Policy contains, inter-alia,
directors' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a Director, etc. The same can be
accessed at https://dfslonline.in/policv/17.pdf
FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS
Pursuant to the provisions of Regulation 25(7) of Listing Regulations,
2015, the Board has framed a policy to familiarize Independent Directors about the
Company.
ANNUAL LISTING FEES/CHARGES
The shares of the Company are presently listed at BSE Limited (BSE),
National Stock Exchange of India Limited (NSE) and the Calcutta Stock Exchange Limited
(CSE).
All statutory dues including Annual Listing Fees for the Financial Year
2023-2024 has been paid by the Company.
CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015
The Board of Directors has laid down the code of conduct for all Board
Members and members of the Senior Management of the Company. Additionally, all Independent
Directors of the company shall be bound by duties of Independent Directors as set out in
Companies Act, 2013 to be read with SEBI Listing Regulations, 2015.
CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING)
REGULATIONS, 2015
The Board of Directors has laid down the Code of Practices and
Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per
Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015&Code of
Conduct to Regulate, Monitor and Report trading by the Designated Persons as per
Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.
All Board Members, Key Managerial Personnel and Senior Management
Personnel have affirmed compliance with the Code of Conduct.
DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER
REGULATION 32 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015
With reference to Regulation 32 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the disclosure of Statement of Deviation(s) or
Variation(s) as per the said regulation is not applicable to the Company.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
During the year, no such application was made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year, no such valuation done at the time of One Time
Settlement and while taking Loan from the Banks or Financial Institutions.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013, the Directors,
would like to state as follows:
(a) In the preparation of the Annual Accounts, the applicable
accounting standards have 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 & estimates that are reasonable and prudent so as
to give a true & fair view of the state of affairs of the company at the end of the
financial year and of the profit & loss of the Company for that period ;
(c) The Directors had taken proper & 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 & detecting fraud &
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 such controls are adequate and are 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.
DISCLOSURE OF CREDIT RATING
Disclosure of Credit Rating is not applicable on the company during the
year under review.
GENERAL
The Board of Directors state that no disclosure or reporting is
required in respect of the following matters as there were no transactions or
applicability pertaining to these matters during the year under review:
i) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
ii) Issue of shares (including sweat equity shares and Employees'
Stock Options Schemes) to employees of the Company under any scheme.
iii) Fraud reported by the Auditors to the Audit Committee or the Board
of Directors of the Company.
iv) Scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.
v) Payment of remuneration or commission from any of its holding or
subsidiary companies to the Managing Director of the Company.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for
assistance and co-operation received from the various stake holders including Financial
Institutions, Banks, Governmental authorities and other business associates who have
extended their valuable support and encouragement during the year under review.
Your Directors take the opportunity to place on record their deep
appreciation of the committed services rendered by the employees at all levels of the
Company, who have contributed significantly towards Company's performance and for
enhancing its inherent strength. Your Directors also acknowledge with gratitude the
encouragement and support extended by our valued stakeholders.
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For and on behalf of the Board |
|
For DCM Financial Services Limited |
Date: 09.08.2023 |
Nidhi Deveshwar Chairperson & Whole time Director |
Place: New Delhi |
DIN:09505480 |
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