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Directors Report of D B (International) Stock Brokers Ltd.

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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