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Directors Report of Decorous Investment & Trading Co. Ltd.

Mar 31, 2015

Dear Members,

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

FINANCIAL RESULTS

(In Rupees)

Particulars For the Year For the Year Ended 31.03.2015 Ended 31.03.2014

Income from Operations - 494,190

Sale of Jewellery 102,988,835 -

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

Other Income 317,779 12,285

Total Income 103,549,863 506,475

Total Expenditure 101,564,115 32,116

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

Provision for Tax 547,544 88,315

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

FINANCIAL HIGHLIGHTS

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

DIVIDEND

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

SHARE CAPITAL

Authorised share capital as on 31.03.2015 is Rs. 4,00,00,000 divided into 40,00,000 Equity Shares of Rs. 10/- each and the Paid-up capital stands at Rs. 3,45,00,000/-.

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

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

DIRECTORS AND KEY MANAGERIAL PERSON

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

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

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

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

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

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

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

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

MEETING OF THE BOARD

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

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

1. 11.04.2014 12. 23.08.2014

2. 23.04.2014 13. 30.08.2014

3. 30.04.2014 14. 26.09.2014

4. 26.05.2014 15. 20.10.2014

5. 30.05.2014 16. 29.10.2014

6. 30.06.2014 17. 08.12.2014

7. 01.07.2014 18. 12.01.2015

8. 11.07.2014 19. 29.01.2015

9. 15.07.2014 20. 19.03.2015

10. 19.07.2014 21. 30.03.2015

11. 01.08.2014

DIRECTORS'RESPONSIBILITY STATEMENT

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

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

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31st 2015 and of the profit or loss of the Company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

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

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

PARTICULARS OF EMPLOYEES

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

LOANS, GUARANTEES AND INVESTMENTS

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

PERFORMANCE EVALUATION OF BOARD MEMBERS

With a view to improving performance and effectiveness, progressive, Board Members are now increasingly deploying board performance evaluation tools to identify areas of improvement benchmarking themselves against leading practices. Realizing the trends and challenges, the regulators around the world have mandated board evaluations.

PUBLIC DEPOSIT

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

STATUTORY AUDITORS

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

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

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

AUDITORS'REPORT

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

SECRETARIAL AUDITOR

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

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

LISTING OF SHARES

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

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

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

ALTERATION OF MOA&AOA

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

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

SHIFTING OF REGISTERED OFFICE

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

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

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

A. CONSERVATION OF ENERGY

The company did not use any energy during the year under review. Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

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

C. TECHNOLOGY ABSORPTION

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

D. FOREIGN EXCHANGE EARNINGS AND OUTGO.

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

31.03.2015 (Amt.) 31.03.2014 (Amt.)

Foreign Exchange earning Nil Nil

Foreign Exchange outgoing Nil Nil

DISCLOSURES

AUDIT COMMITTEE

Composition of Audit Committee:

Sr. No. Name of the Director Category of Director

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

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

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

REMUNERATION AND NOMINATION COMMITTEE

Composition of Remuneration and Nomination Committee :

Sr. No. Name of the Director Category of Director

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

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

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

SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE

Composition of Shareholders / Investors Grievance Committee :

Sr. No. Name of the Director Category of Director

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

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

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

EXTRACT OF ANNUAL RETURN

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

APPRECIATION

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

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

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

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

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

Place: New Delhi

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


Mar 31, 2014

Dear Members,

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

FINANCIAL RESULTS (In Rupees)

Particulars For the Year Ended For the Year Ended

31.03.2014 31.03.2013

Income from Operations 494,190 —

Other Income 12,285 12,275

Total Income 506,475 12,275

Total Expenditure 32,116 26,839

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

Provision for Tax 88,315 —

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

FINANCIAL HIGHLIGHTS

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

DIVIDEND

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

SHARE CAPITAL

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

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

DIRECTORS

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31st 2014 and of the profit or loss of the Company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

PARTICULARS OF EMPLOYEES

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

PUBLIC DEPOSIT

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

AUDITORS

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

AUDITORS' REPORT

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

CORPORATE GOVERNANCE REPORT

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

FORMATION OF VARIOUS COMMITTEES

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

LISTING OF SHARES

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

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

APPOINTMENT OF THE REGISTRAR & SHARE TRANSFER AGENT

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

DEMATERIALISATION OF EQUITY SHARES

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

ALTERATION OF OBJECTS

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

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

SHIFTING OF REGISTERED OFFICE

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

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

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

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

A. CONSERVATION OF ENERGY

The company did not use any energy during the year under review.

Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

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

C. TECHNOLOGY ABSORPTION

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

D. FOREIGN EXCHANGE EARNINGS AND OUTGO.

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

31.03.2014 31.03.2013 (Amt.) (Amt.)

Foreign Exchange earning Nil Nil

Foreign Exchange outgoing Nil Nil

APPRECIATION

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

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

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

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

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

Place : New Delhi Dated: 23.08.2014

Raj Kumar Gupta DIN: 00074532 Whole Time Director & CFO


Mar 31, 2013

Dear members,

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

FINANCIAL RESULTS

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

OPERATIONS

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

DEPOSITS

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

AUDITORS

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Energy Conservation :N.A.

Technology Absorption :N.A.

Foreign Exchange Earning out go :N1L.

CORPORATE GOVERNANCE:

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

RECTORS' RESPONSIBILITY STATEMENT :

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

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

3.) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

SECRETARIAL COMPLIANCE AS REQUIRED US 383A

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

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

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

PLACE NEW DELHI DATED : 31-08-203




Mar 31, 2012

Dear Membrs,

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

FINANCIAL RESULTS

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

OPERATIONS

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

DEPOSITS

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

* AUDITORS

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Energy Conservation :N.A.

Technology Absorption :N.A.

Foreign Exchange Earning out go :NIL.

CORPORATE GOVERNANCE :

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

3.) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

SECRETARIAL COMPLIANCE AS REQUIRED US 383A

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

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

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

 
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