Notice of 43rd AGM with instructions, notes, explanatory statements, evoting, scrtuinizer, details, etc

DECOROUS INVESTMENT AND TRADING COMPANY LIMITED CORPORATE INFORMATION BOARD OF D IRECTORS Ms. Varsha Jain DIN : 11704482 Additional Executive Director cum CFO appointedon 29.05.2026 Mr. Ashok Kumar DIN : 11252233 Non - Executive Non - Independent Director appointedon 29.05.2026 Mr. Amit Gupta DIN: 00074483 Non - Executive Non - Independent Director appointedon 29.01.2015 Mr. Rishav Gautam DIN : 07566817 Non - Executive Independent Director appointed on 21.05.2024 Mr. Jitendra Kumar DIN : 06614727 Non - Executive Independent Director appointedon 21.05.2024 Ms. Neha Sarpal DIN : 07139305 Non - Executive Independent Director appointedon 09.11.2023 Mrs. Preetika Mishra ACS : 32490 CS & Compliance Officer wef. 07.02.2022 STATUTORY AUDITORS CIN L67120DL1982PLC289090 M/s SMGA &Co., . . Chartered Accountants FRN - 014671C Date of incorporation 14730 dated 22.11.1982 CA Shubh Narayan Singh, Partner Date of commencement 14 730 dated 15.12.1982 Membership No.: 511932 PAN AAA CDO851F Address: 1019, Naurang House, 21, K. G Marg, Connaught Place, TAN DELD15977D New Delhi-110001 GST 07 AAACD0851F223 Tel : 011-43067846, 9810096290 Email Id : smgaandco@gmail.com ISIN INE183R01010 SECRETARIAL AUDITORS INTERNAL AUDITORS B. BHUSHAN & CO. MITTAL JINDAL & ASSOCIATES Company Secretaries, COP No.: 14469 Chartered Accountants, FRN - 001467N Mr. Bharat Bhushan, Proprietor Mr. Satish Kumar Gupta, Proprietor Membership No.: A31951 Address: 1195, Gali Babu Ram, M. No.: 080984 Sita Ram Bazar, Delhi-110006 Address: 7 / 18, Ansari Road, Darya Ganj, Tel : 9650555376, New Delhi-110002 Email Id : b. bhushanandcompany@gmail.com Tel: 011 - 23275297, 9312223014 Email Id: hmkd900@gmail.oom BANKERS REGISTRAR AND SHARE TRANSFER AGENT 1. Punjab National Bank,New Rajendra Nagar Alankit Assignments Limited New Delhi-110060 R.O: 4E/2, Jhandewalan Extension, New Delhi-110055 C.0: 205-208, Anarkali Complex, Jhandewalan Extension, New Delhi-110055 Tel: 011-42541234, 23541234 LISTING: 1. Bombay Stock Exchange BSE 2. Calcutta Stock Exchange CSE (Resolved & applied for Delisting) 3. Delhi Stock Exchange DSE (DSE stands de-recognized) CONTACTS DETAILS Mob. : 9811108800 decorous1982 @gmail.com Website : www.ditco.in Members are requested to kindly Update their Contact details, Address, PAN, Email,Mobile,etc., for your Company & Updates, Announcements, Results, Reports, Correspondence, etc. Regd. Office: R - 489, GF - B, New Rajinder Nagar, New Delhi - 110060 Page 2 Annual Report 2025-26 DECOROUS INVESTMENT AND TRADING COMPANY LIMITED DECOROUS INVESTMENT & TRADING CO. LIMITED CIN : L671200L1982PLC289090 R-489, GF-B, New Rajinder Nagar, New Delhi-110060 Notice of 43" Annual General Meeting NOTICE ishereby giventhat 43rd annual general meeting of the members of the company will be heldon Thursday, 20th August, 2026 at 11:00am atthe registered office of the company situated at R-489, GF-B, New Rajinder Nagar, NEW Delhl-110060, to consider and transact the Agenda / Business(es) mentioned below: - ORDINARY BUSINESS - ORDINARY RESOLUTION(S) ITEM NO.-1: To receive, consider and adopt the Audited Balance Sheet as at 31” March 2026 and the Statement of Profit and Loss & Cash Flow Statements, etc. for the year ended on that date alongwith the Reports of Auditors and Directors thereon. ITEM NO.- 2: To appoint a Director in place of Mr. Amit Gupta (DIN: 00074483) who retires by rotation and being eligible offers himself for re-appointment as a Director. ITEM No.-3: To appoint a Director in place of Mr. Ashok Kumar (DIN: 11252233) who retires by rotation and being eligible offers himself for re-appointment as a Director. ITEM No.-4: Appointment of M/sSMGA&CO., Chartered Accountants, FRN No. 014671C, as Statutory Auditors of the Company for a term of Five consecutive years. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an ORDINARY RESOLUTION :- “RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and pursuant to the Recommendation of the Audit Committee and the Board of Directors, M/s SMGA &Co., Chartered Accountants, (Firm Registration No. 014671C), who have offered themselves for appointment and have confirmed their eligibility to be appointed as Statutory Auditors, be and are hereby appointed as the Statutory Auditors of the Company fora term of Five consecutive years. RESOLVED FURTHER THAT M/s SMGA&Co., shall hold office for a term of five (5) consecutive years, commencing from the conclusion of this 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company to be held in the year 2031, at such remuneration plus applicable taxes and out-of-pocket expenses as may be mutually agreed upon between the Board of Directors and the Auditors. RESOLVED FURTHER THAT any Director or the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary to give effect to this resolution.” Annual Report 2025-26 Page 3 DECOROUS INVESTMENT AND TRADING COMPANY LIMITED SPECIAL BUSINESS - SPECIAL RESOLUTION ITEMNo5: APPOINTMENT OF MS. VARSHAJAINASAN ADDITIONALEXEDCIRUETCTIORVCEUM CHIEF FINANCIAL OFFICER (WTD cum CFO) OF THE COMPANY To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an SPECIAL RESOLUTION: “RESOLVED THAT pursuant to the provisions of Sections 161(1), 196, 197, 198, 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Rule 8 and 11 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Rule 3 and 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in terms of Regulations 17, 17A, 26(6), and 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR Regulations”), and subject to the Articles of Association of the Company and the approval of the Shareholders at the ensuing General Meeting / Annual General Meeting of the Company, and based on the recommendation of the Nomination and Remuneration Committee and Audit Committee of the Board, Ms. Varsha Jain (DIN: 11704482) who has given her consent to act as a Director and confirmed she is not Disqualified from being appointed as a director, be and is hereby appointed as an Additional Executive Director in whole time capacity and category of WTD (Whole Time Director) cum CFO (Chief Financial Officer) (Key Managerial Personnel) of the Company, with effect from 29.05.2026,for a period of 5(five) years, subject to approval of Members. RESOLVED FURTHER THAT Ms. Varsha Jain shall be paid remuneration, perquisites, and allowances as detailed below, subject to the overall limits prescribed under Section 197 and Schedule V of the Companies Act, 2013: Basic Salary: Rs. 25,000/- per month Terms and conditions: detailed terms & conditions are mentioned in appointment letter RESOLVED FURTHER THAT for the purpose of giving effect to this appointment, the Board takes note of the disclosure of interest in Form MBP-1 pursuant to Section 184(1), Consent to act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment& Qualification of Directors) Rules, 2014, and Declaration of non-disqualification in Form DIR-8 pursuant to Section 164(2) of the Companies Act, 2013, placed before this meeting. RESOLVED FURTHER THAT any Director of the Company and/or the Company Secretary be and are hereby severally authorized to file necessary e-forms (including Form DIR-12 and Form MR- 1, MGT-14) with the Registrar of Companies (RoC), Ministry of Corporate Affairs, and to make necessary entr [Showing first 8,000 characters — download PDF for full document]