Company Overview

Decorous Investment and Trading Company Limited (CIN: L67120DL1982PLC289090) is a public limited company incorporated on November 22, 1982, with its registered office at R-489, GF-B, New Rajinder Nagar, New Delhi-110060. The company is engaged in diverse business activities including real estate, commission agents, brokers, consultancy, trading/service providers, gems & jewellery, etc.

43rd Annual General Meeting Details

  • Date: August 20, 2026 (Thursday)
  • Time: 11:00 A.M.
  • Venue: Registered Office at R-489, GF-B, New Rajinder Nagar, New Delhi-110060
  • Book Closure: August 14, 2026 to August 23, 2026 (both days inclusive)
  • E-voting Period: August 17, 2026 (9:00 AM) to August 19, 2026 (5:00 PM) through NSDL
  • Cut-off Date for Voting Rights: July 27, 2026

Agenda Items

Ordinary Business (Ordinary Resolutions)

1. Item No. 1: To receive, consider and adopt the Audited Balance Sheet as at March 31, 2026, Statement of Profit and Loss, Cash Flow Statements, and Reports of Auditors and Directors

2. Item No. 2: To reappoint Mr. Amit Gupta (DIN: 00074483) who retires by rotation and offers himself for reappointment

3. Item No. 3: To reappoint Mr. Ashok Kumar (DIN: 11252233) who retires by rotation and offers himself for reappointment

4. Item No. 4: Appointment of M/s SMGA & Co., Chartered Accountants (FRN: 014671C) as Statutory Auditors for a term of five consecutive years from conclusion of 43rd AGM until conclusion of 48th AGM in 2031, at remuneration plus applicable taxes and out-of-pocket expenses as mutually agreed

Special Business (Special Resolution)

5. Item No. 5: Appointment of Ms. Varsha Jain (DIN: 11704482) as Additional Executive Director cum Chief Financial Officer (WTD cum CFO) for 5 years commencing May 29, 2026, with monthly remuneration of ₹25,000/- plus applicable taxes

Financial Performance (FY 2025-26)

  • Revenue from Operations: ₹37,09,370
  • Other Income: ₹22,79,490 (primarily interest on loans of ₹22,28,860)
  • Total Income: ₹59,88,860
  • Total Expenditure: ₹45,26,960
  • Profit Before Tax: ₹14,61,890
  • Provision for Tax: ₹4,10,720
  • Net Profit: ₹10,51,180
  • Transfer to Reserves: Entire surplus of ₹10,51,180 transferred to Reserves & Surplus account
  • Dividend: No dividend declared for the year

Capital Structure

  • Authorized Share Capital: ₹4,00,00,000 divided into 40,00,000 equity shares of ₹10 each
  • Paid-up Capital: ₹3,45,00,000 (34,50,000 equity shares of ₹10 each)
  • Dematerialized Shares: 98.54% of shares in dematerialized form

Director Changes

  • Mr. Ashok Kumar (DIN: 11252233) stepped down from executive role as WTD cum CFO effective May 29, 2026, but continues as Non-Executive Director
  • Ms. Varsha Jain appointed as Additional Executive Director cum CFO effective May 29, 2026, subject to shareholder approval
  • Mr. Raj Kumar Gupta (DIN: 00074532) resigned as WTD cum CFO effective September 29, 2025

Board Composition as on March 31, 2026

1. Mr. Amit Gupta - Non-Independent Director (since January 29, 2015)

2. Mr. Rishav Gautam - Independent Director (since May 21, 2024)

3. Mr. Jitendra Kumar - Independent Director (since May 21, 2024)

4. Ms. Neha Sarpal - Independent Director (since November 9, 2023)

5. Mr. Ashok Kumar - WTD cum CFO (since October 1, 2025)

Key Managerial Personnel

  • Mr. Ashok Kumar - WTD cum CFO (DIN: 11252233)
  • Mrs. Preetika Mishra - Company Secretary (ACS: 32490, since February 7, 2022)

Auditor Appointments

  • Statutory Auditors: M/s SMGA & Co., Chartered Accountants (FRN: 014671C) appointed for 5 years
  • Secretarial Auditors: B. Bhushan & Co., Company Secretaries
  • Internal Auditors: Mittal Jindal & Associates, Chartered Accountants

Loan Portfolio Details

The company has outstanding loans to several parties with interest accruals:

1. SSPN Finance Limited: Principal ₹95,00,000 + Interest ₹33,39,843 = Total ₹1,28,39,843

2. Maa Pahari Mercantiles Pvt. Ltd.: Principal ₹63,00,000 + Interest ₹13,75,616 = Total ₹76,75,616

3. MRC Agrotech Ltd.: Principal ₹20,00,000 + Interest ₹4,10,000 = Total ₹24,10,000

4. Enhanced Business Advisors LLP: Principal ₹63,11,625 + Interest ₹1,093 = Total ₹63,12,718

Management considers these loans secure and has issued multiple recovery notices. Legal counsel has been engaged for recovery proceedings.

Regulatory Matters

  • BSE Penalty Waiver: BSE accepted waiver application and waived accumulated fine of ₹42,42,100 via email dated February 23, 2026, also refunded processing fee of ₹11,800
  • MCA Filing Issue: Form AOC-4 XBRL for FY 2024-25 filed with incorrect AGM date (September 22, 2025 instead of September 29, 2025), preventing submission of Form MGT-7. Form GNL-1 filed for correction, matter under follow-up
  • Voluntary Delisting: Application for voluntary delisting from Calcutta Stock Exchange submitted, matter under process

Corporate Governance

  • The company has voluntarily adopted corporate governance practices though not legally mandatory
  • Board met 6 times during FY 2025-26
  • All applicable policies including Code of Conduct, Whistle Blower Policy, and Insider Trading Policy are in place
  • Performance evaluation of Board, its committees, and individual directors conducted

Related Party Transactions

All related party transactions were in ordinary course of business and at arm's length basis:

  • Remuneration to WTD cum CFO: ₹1,20,000
  • Remuneration to Company Secretary: ₹2,95,000
  • Rent payment to Best Properties Pvt. Ltd. (relative of director): ₹72,000

Shareholding Pattern (as on March 31, 2026)

  • Promoter & Promoter Group: 1.27% (43,700 shares)
  • Public Shareholding: 98.73% (34,06,300 shares)
  • Top Shareholders:
  • Amit Gupta: 4.93% (1,70,000 shares)
  • Richa Gupta: 4.93% (1,70,000 shares)
  • Veena Gupta: 4.49% (1,55,000 shares)

Important Notes

  • The company has sufficient liquidity and funds to meet strategic objectives
  • No material orders passed by regulators/courts impacting going concern status
  • No fraud reported by auditors under Section 143(12)
  • All contracts/arrangements with related parties were on arm's length basis
  • No deposits accepted from public during the year

#Tags: #DecorousInvestment #AGM2026 #FY2026Results #DirectorAppointment #SEBIDisclosure #RegulatoryCompliance #FinancialUpdate #Neutral