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Company Information

Home » Market » Company Information

D P Abhushan Ltd.

D P Abhushan Ltd. is not traded in BSE
Jun 11
158.35 -2.95 ( -1.83 %)
 
VOLUME : 13364
Prev. Close 161.30
Open Price 165.95
TODAY'S LOW / HIGH
157.80
 
 
 
165.95
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
52 WK LOW / HIGH
48.50
 
 
 
169.90
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Market Cap. ( ₹ ) 352.41 Cr. P/BV 7.10 Book Value ( ₹ ) 22.31
52 Week High/Low ( ₹ ) 170/49 FV/ML 10/4000 P/E(X) 12.86
Bookclosure 22/09/2018 TTM EPS ( ₹ ) 0.00 Div Yield (%) 0.00
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2018-03 

DIRECTORS' REPORT

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company"),

along with the audited financial statements,for the first financial year ended March 31,2018.

FINANCIAL HIGHLIGHTS:

Rs in Lakh

Particulars

FY. 2017-18

Revenue From Operations - Gems and Jewellery

65,864.34

-Windmill

109.79

Other Income

17.16

Total Income

65,991.29

Less: Total Expenses before Depreciation, Finance Cost and Tax

63,783.73

Profit before Depreciation, Finance Cost and Tax

2207.56

Less: Depreciation

131.36

Less: Finance Cost

951.44

Profit Before Tax

1124.75

Less: Current Tax

273.04

Less: Deferred tax Liability (Asset)

37.06

Profit after Tax

814.65

During the year under review, the revenue from operation of the Company was stood at Rs 65,974.13 Lakh from both the segment. Further, profit before tax in the financial year 2017-18 stood at Rs 1124.75Lakhs making net profit after tax of Rs 814.65 Lakhs.

ABOUT COMPANY:

Company was originally formed as a partnership firm under the Partnership Act, 1932 ("Partnership Act") in the name and style of "M/s D. P. Jewellers", pursuant to a deed of partnership dated April 1, 2003 entered between Mr. Ratanlal Kataria and Mr. Anil Kataria. The name of the partnership firm "M/s. D.P. Jewellers" was changed to "M/s D. P. Abhushan" and new partners were admitted pursuant to partnership deed dated February 14, 2017. "M/s. D.P. Abhushan" was thereafter converted from partnership firm to Public Limited Company under Part I Chapter XXI of the Companies Act, 2013 with the name of "D. P. Abhushan Limited" and received a certificate of incorporation from the Registrar of Companies, Central Registration Centre, Manesar, Gurugram on May 2, 2017 bearing registration no. 043234/2017-18.

BUSINESS OVERVIEW:

Your Company is engaged in the retail business of various jewelleries and ornaments made out of gold, diamonds and platinium studded with precious and semi precious stones. Our portfolio includes earrings, armlet, pendants, gajrahs, nose rings, bracelets, chains, necklaces, bangles and other wedding jewellery. Your Company continues to move ahead on its well defined growth path of opening of new retail chain stores & launching of new designs & collections. Your Company continues to focus on expanding its retail presence and have a four showrooms in Rajasthan and Madhya Pradesh. Company is also dealing in a power generation and installed 5 wind trubine generators of 750 KW each in the village Bagia & Naveli, Ratlam, Madhya Pradesh. Company has entered into an agreement with M. P. Power Management Co. Ltd. for exclusive sale of power, generated from wind turbine generatorto MPPMCL. Your company has outsourced all operations and maintenance activities relating to wind turbines to a third party.

DIVIDEND:

With a view to conserve and save the resources for future prospect of the Company, your Directors regret to declare dividend for the financial year 2017-18.

TRANSFER TO GENERAL RESERVE:

Your Directors do not propose transfer of any amount to the General Reserves. Full amount of net profit are carried to reserve&Surplus account of the Company.

CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

SHARE CAPITAL:

During the year under review the following changes have taken place in the authorised and paid-up share capital of the Company:

AUTHORIZED CAPITAL

At the time of Incorporation of the Company, the Authorized Capital of the Company was Rs16,35,00,000/- divided into 1,63,50,000 Equity Shares of Rs10/- each.

The Authorized Capital of the Company was increased to Rs 22,85,00,000/- divided into 2,28,50,000 Equity Shares of Rs 10/- each vide Special Resolution passed by the Members in their Extra-ordinary General Meeting held on June 20,2017.

ISSUED,SUBSCRIBED&PAID-UPCAPITAL

Pursuant to subscription to the Memorandum of Association of the Company, the subscribers have been allotted total 1,63,22,850 Equity Shares of Rs 10/- each aggregating to Rs 16,32,28,500/-.

Pursuant to Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on October 16,2017, has allotted total 59,32,000 Equity Shares of Rs 10/- each at price of Rs 28/- per equity shares to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with the NationalStock Exchange of India Limited.

The present Paid-up Capitalof the Company is Rs 22,25,48,500/- divided into 2,22,54,850 Equity Shares of Rs 10/-.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

The Board of Directors had, in its meeting held on June 10,2017, proposed the Initial Public Offer of such number of equity shares at such premium aggregating the amount not exceeding Rs 35.00 Crores. The Members of the Company had also approved the proposal of the Board of Directors in their Extra-ordinary General Meeting held on June 20,2017.

Pursuant to the authority granted by the Members of the Company, the Board of Directors has appointed Hem Securities Limited as Lead Manager and Bigshare Services Private Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.

The Company had applied to National Stock Exchange of India Limited ("NSE") for in-principle approval for listing its equity shares on the Emerge Platform of the NSE. NSE has, vide its letter dated, September 15, 2017, granted its In-Principle Approval to the Company.

The Company has filed Prospectus to the Registrar of the Company, Gwalior on September 26,2017. The Public Issue was opened on Monday, October 9,2017 and closed on Wednesday, October 11,2017. The Basis of Allotment was finalized by Company.Registrar to the issue and merchant banker in consultation with the National Stock Exchange of India Limited on October 16, 2017 The Company has applied for listing of its total equity shares to NSE and NSE has granted its approval vide its letter dated October 18, 2017. The trading of equity shares of the Company commenced on October 23,2017 at Emerge Platform of NSE.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

CONSTITUTION OF BOARD:

As on the date of this report, the Board comprises following Directors;

Name of Director

Category Cum Designation

Date of Appointment at current Term & designation

Total Directorship2

No. of Committee1

No. of Shares held as on March 31,2018

in which Director is Members

in which Director is Chairman

Mr.Vikas Kataria

Chairman and Managing Director

June 10, 2017

2

2

-

6,07,330 Equity Shares

Mr. Santosh Kataria

Whole Time Director

July 11, 2017

4

-

-

6,07,330 Equity Shares

Mrs. Renu Kataria

Non-Executive Director

June 20, 2017

1

-

-

12,03,230

Equity Shares

Mr. Sanskar Kothari

Independent Director

July 16, 2018

2

-

2

-

Mr. Mukesh Jain

Independent Director

July 15, 2017

2

2

-

-

1 Committee includes Audit Committee and Shareholders' Grievances Committee across all Public Companies. 2Excluding Section 8 Company & struck of Companies

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company and none of the Director of the Company is holding position as Independent Director in more than 7 Listed Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

BOARD MEETING

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when requires to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 16 times on May 2,2017;May 18,2017; June 10, 2017; July 11, 2017; July 12, 2017; July 19, 2017; July 24, 2017; July 29, 2017; August 21, 2017; August 28, 2017; September4,2017;September9,2017; September26,2017;October 16,2017;January 25,2018; March 31,2018.

The details of attendance of each Director at the Board Meetingsaregiven below;

Name of Director

Date of Original Appointment

Date of Appointment at current Designation

Date of Cessation

Number of Board Meetings Eligible to attend

Number of Board Meetings attended

Mr.Vikas Kataria

May 2, 2017

June 10, 2017

-

16

16

Mr. Santosh Kataria

May 2, 2017

June 11, 2017

-

16

16

Mr. Anil Kataria

May 2, 2017

June 10, 2017

June 11, 201 7

3

3

Mr. Ratanlal Kataria

June 20, 2017

-

June 11, 201 7

3

3

Mrs. Renu Kataria

June 20, 2017

-

-

13

13

Mr. Chitresh Mehta

June 20, 2017

-

June 16, 201 7

13

13

Mr. Mukesh Jain

July 15, 2017

-

-

11

11

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

IN DEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Promoter Non-Executive Independent Directors in line with the act. A separate meeting of Independent Directors was held on March 31, 2018 to review the performance of Non-independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company managementand Board.

The Company has received necessary declaration from each independent director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the act.

INFORMATION ON DIRECTORATE

At the time incorporation of the Company, Mr. Anil Kataria, Mr. Santosh Kataria and Mr. Vikas Kataria were proposed to be appointed as Directors of the Company. The Central Registration Center has approved the application and they were appointed as First Directors of the Company in pursuance of Articles of Assocaiton of the Company.

After Incorporation of the Company, the Board of Directors, in their meeting held on June 10,2017, has appointed Mr. Vikas Kataria as Managing Directorof the Company and Mr. AnilKatriaas Whole Time Director of the Company.

Based on notice received from members underSection 160 of the Act and on recommendation of the Board of Directors, Mr. Chitresh Mehta, Mr. Ratan Lai Kataria and Mrs. RenuKataria were appointed as Non-Promoter Non-Executive Independent Director, Promoter-Chairman and Non-Executive and Promoter-Non-Executive Directorof the Company respectively.

Later on, Mr. Anil Kataria and Mr. Ratan Lai Kataria have tendered their resignation with effect from July 11, 2017. The Board placed on record its appreciation for the guidance and contribution made by Mr. Anil Kataria and Mr. Ratan Lai Kataria during their tenure on the Board. Further, Mr. Santosh Kataria was appointed as Whole-Time Director of the Company onJulyl 1,2017.

Based on notice received from members underSection 160 of the Act and on recommendation of the Board of Directors, Mr. Mukesh Jain was appointed as Non-Promoter Non-Executive Independent Director of the Company.

Further, after closure of financial year 2017-18, Mr. Chitresh Mehta has resigned from the Board w.e.r. July 16, 2018. The Board placed on record its appreciation for the guidance and contribution made by Mr. Chitresh Mehta.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Vikas Kataria, Managing Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), of the person seeking re-appointment/ appointment as Director are also provided in Note No. 14 of the Notice convening the 1 st annualgeneral meeting.

KEY MANAGERIAL PERSONNEL

No changes among Key Managerial Personnel took place during the year. In accordance with Section 203 of the Companies Act, 2013, Mr. VikasKataria, Managing Director, Ms. ChitraSheedhar, Company Secretary and Mr. Vijesh Kumar Kasera.continued to be Key Managerial Personnelof the Company.

After closure of first financialyear of the Company, Ms. ChitraShreedhar, who was acting as the Company secretary of the Company, has tendered her resignation w.e.f. May 1, 2018. The Board placed on record its appreciation for the service rendered by Ms. ChitraSheedhar during her tenure in the Company. The Board of Directors, in their meeting held on May 1,2018, has appointed Ms. Anika Jain as the Company Secretary and Compliance officer of the Company w.e.f. May 1,2018.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisionsof the Act.

o The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

o The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

o The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspectsof his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annualaccountsforthe year ended March 31,2018, the applicable accounting standards have been followed and that no materialdepartures have been madefrom the same;

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 givea true and fairview of thestate of affairs of the Company at the end of thefinancialyearandofthe profit or loss of the Companyforthatyear;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31,2018 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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.

COMMITTEE OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:

The Board of Directors, in their meeting held on July 19, 2017, has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. The committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 4 (Four) times vizJuly 24,2017;0ctober 16,2017; January 25,2018 and March 31,201 S.The composition of the Committee and the details of meetings attended by its members are given below:

Name

Designation

Number of meetings during the financial year 201 7-1 8

Eligible to attend

Attended

Chitresh Mehta

Chairman

4

4

Mukesh Jain

Member

4

4

Vikas Kataria

Member

4

4

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officerof the Company isa regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board.

Later on after the closure of financialyear 2017-18, due to resignation of Mr. Chitresh Mehta from the Directorship of the Company, Mr. Sanskar Kothari has been appointed as Chairman of the Committee w.e.f. July 16,2018.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is availableonthewebsiteoftheCompanyatwww.dpjewellers.com.

B. Stakeholder's Grievance & Relationship Committee:

The Board of Directors, in their meeting held on July 19, 2017, has formed Stakeholder's Grievance & Relationship Committee mainly to focus on the redressalof Shareholders1/ Investors' Grievances, if any, like Transfer/Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressalof complaints received from the shareholders of the Company.

During theyear under review, Stakeholder's Grievances Relationship Committee met3(Three) times viz on July 24,2017; October 16,2017 and January 25,201 S.The composition of the Committee and the details of meetings attended by its members are given below:

Name

Designation

Number of meetings during the financial year 201 7-1 8

Eligible to attend

Attended

Chitresh Mehta

Chairman

3

3

Mukesh Jain

Member

3

3

Vikas Kataria

Member

3

3

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31,2018.

Later on after the closure of financialyear 2017-18, due to resignation of Mr. Chitresh Mehta from the Directorship of the Company, Mr. Sanskar Kothari has been appointed as Chairman of the Committee w.e.f. July 16,2018.

C. Nomination and Remuneration Committee:

The Board of Directors, in their meeting held on July 19,2017, has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. Further, the committee shall also meet as and when the need arises for review of Managerial Remuneration.

During the year under review, Nomination and Remuneration Committee met onMarch31,201 S.The composition of the Committee and the details of meetings attended by its members are given below:

Name

Designation

Number of meetings during the financial year 201 7-1 8

Eligible to attend

Attended

Mukesh Jain

Chairman

1

1

Chitresh Mehta

Member

1

1

Renu Kataria

Member

1

1

Later on after the closure of financialyear 2017-18, due to resignation of Mr. Chitresh Mehta from the Directorship of the Company, Mr. Sanskar Kothari has been appointed as Member of the Committee w.e.f. July 16,2018.

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpowerin competitive marketand to harmonize the aspirationsof human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances etc. to its Managing Director and the Executive Directors.

Key points of the Nomination and Remuneration Policy are;

a. PolicyonAppointmentof Directors, Key Managerial Personnel and Senior Management Personnel:

o The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his/herappointment.

o A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

o In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent natu re of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director, KMPand Senior Management Personnel:

The Company's remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company's philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company atwww.dpjewellers.com.

Remuneration of Director:

The details of remuneration paid during the financial year 2017-18 to Managing Directorof the Company is provided in Form MGT-9 which is the part of this report.

c. Corporate Social Responsibility Committee:

The Board of Directors, in their meeting held on July 19,2017, has formed Corporate Social Responsibility committee in line with the provisions of Section 135 of the Companies Act, 2013. Corporate Social Responsibility Committee meetings. During the year under review, Corporate Social Responsibility Committee met on January 25,2018. The composition of the Committee and the details of meetings attended by its members are given below:

Name

Designation

Number of meetings during the financial year 201 7-1 8

Eligible to attend

Attended

Chitresh Mehta

Chairman

1

1

Vikas Kataria

Member

1

1

Mukesh Jain

Member

1

1

Later on after the closure of financial year 2017-18, due to resignation of Mr. Chitresh Mehta from the Directorship of the Company, Mr. Sanskar Kothari has been appointed as Chairman of the Committee w.e.f. July 16,2018.

Social responsibility has always been at the forefront of your Company's operating philosophy. As a responsible corporate citizen, the Company tries to contribute towards social causes on a regular basis. The Corporate Social Responsibility PolicyoftheCompanyisplacedonitswebsitewww.dpjewellers.com.

This being 1st Financial Year of your company, the company has planned to make prescribed expenditure in current financialyear.

PUBLIC DEPOSIT

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there underarenotapplicable.

PARTICULARS OF LOANS, GUARANTEES INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

EXTRACTOFANNUAL RETURN

The details forming part ofthe extract of the Annual Return in Form MGT-9 is annexed to this Reportas"Annexure-A".

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as "Annexure-B".

DISCLOSUREOFREMUNERATION:

The ratio ofthe remuneration of each whole-time director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial PersonneO Rules, 2014 is annexed to this Report as "Annexure-C'.Referto tables 3A(a) in "Annexure-C".

Additionally, thefollowing details form part of "Annexure-C"to this Report:

o Statement containing the names of top 10 employees in terms of remuneration drawn. (Referto table 3B(a)).

o Details of employees posted in India throughout the fiscal and in receipt of a remuneration of Rs 1.02 crore or more per annum. (Referto table 3B(b)X

o Details of employees posted in India for part of the year and in receipt of Rs 8.5 lakh or more a month. (Refer to table 3B(c)).

o Employees employed throughout the financialyear or part thereof, was in receipt of remuneration in thatyear which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of theequity shares of the company. (Referto table 3B(d)).

o There are no employees who are posted outside India and in receipt of a remuneration of? 60 lakh or more per annum or Rs 5lakh or more a month.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31, 2018 to the date of this Report. SEXUAL HARASSMENTOFWOMENATWORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at theall workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During theyear under review, there were no incidences of sexual harassment reported.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

In its endeavour towards conservation of energy your Company ensure optimal use of energy, avoid was tages and conserve energy as far as possible.

TECHNOLOGY ABSORPTION

The Company has not carried outany research and development activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings & Outgo during theyearare as under:

Earnings

Nil

Outgo -Royalty Expenses

Rs 12.90 Lakh

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism workson the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

INTERNAL FINANCIALCONTROLSYSTEMSANDTHEIRADEQUACY

Your Company has an effective internal control system, which ensures thatall the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internalaudit reportsare reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During theyear, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

STATUTORY AUDITOR ANDTHEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rules made thereunder, M/s. Jeevan Jagetiya & Co Chartered Accountants, Ahmedabad (FRN: 121335W), were appointed as first Statutory Auditors of the Company by Board of Directors in its meeting held on May 2,2017.

The Notes to thefinancialstatements referred in the Auditors Report are self-explanatory and thereforedo not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report does not contain any qualification, reservation or adverse remark. The Auditors'Report is enclosed with thefinancialstatements in this AnnualReport.

The Company has received consent letter and eligibility certificate under Sections 139 and 141 of the Act from M/s. Jeevan Jagetiya & Co Chartered Accountants, Ahmedabad (FRN: 121335W). As required under Regulation 33 of Listing Regulations they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board of Directors, on the proposal of audit committee, recommends their appointment asStatutory Auditor of the Company to hold office fora period of five consecutive years from the conclusion of the 1 st (First) Annual General Meeting of the Company, till the conclusion of the 6th (Sixth) Annual General Meeting to be held in the calendaryear 2023.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

SECRETARIALAUDITORANDTHIEIRREPORT

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial PersonneO Rules, 2014, your Company has appointed S Mr. Anand Lavingia, Practicing Company Secretary, Ahmedabad to conduct the Secretarial Audit of the Company for the first financial year 2017-18. The Secretarial Audit Report is annexed herewith as "Annexure- D" to this Report.

The SecretarialAudit Report does not contain any qualification, reservation or adverse remarks

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report forthe items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the yearunder review;

(i) Issue of Equity Shareswithdifferentialrightsasto dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme saveandESOS;

(iii) Annual Report and othercompliance on Corporate Social Responsibility;

(iv)There is no revision in the Board Report or FinancialStatement;

(v) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;

(vi)lnformation on subsidiary, associate and joint venture companies.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during theyearunder review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered office:

138,ChandaniChowk, Ratlam, Madhya Pradesh- 457001

By order of the Board of Directors

Sd/-

For, D.P. ABHUSHAN LIMITED Sd/-

Santosh Kataria

Vikas Kataria

Place: Ratlam

Whole Time Director

Chairman and Managing Director

Date: August 25, 201 8

DIN 02855068

DIN 028551 36

ANNEXURE-A FORM MGT-9-EXTRACT OF ANNUAL RETURN

As on the financial year ended March 31,2018

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and

Administration) Rules, 2014]

1) Registration and Other Details:

CIN

U74999MP201 7PLC043234

Registration Date

May 2, 201 7

Name of the Company

D. P. Abhushan Limited

Category /Sub-Category of the Company

Public Company limited by shares/ Indian Non-Government Company

Address of the Registered Office and contact details

1 38 Chandani Chowk, Ratlam - 457 001 , Madhya Pradesh Tel : 91 741 2-408 900; EmaiLdpj@dpjewellers.com;

Web: www.dpjewellers.com

Whether listed Company

Yes

Name, address and contact details of

Bigshare Services Private Limited

Registrar and Transfer Agent, if any

E-2 & 3, Ansa Industrial Estate, Saki-Vihar Road, Sakinaka, Andheri (E), Mumbai - 400 072; Email: investor@bigshareonline.com Tel: 91 - 22 - 4043 0200; Fax: 91 - 22 - 2847 5207

2) Principal Business Activity of the Company: All the business activities contributing 10% or more of the total turnover of the Company shall be stated.

Name and Description of main Products / Services

NIC Code of the Product/ Service

% to total turnover of the Company

Manufacture of jewellery of gold, silver and other precious or base metal

3211

48.73%

Trading of jewellery of gold, silver and other precious or base metal

4662

51.10%

3) ParticularsofHolding.SubsidiaryandAssociateCompanies:

Sr. No.

Name and Address of the Company

CIN/GLN

Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

N.A.

4) Shareholding Pattern (Equity ShareCapital Breakupaspercentageof Total Equity):

I. Category-wise Shareholding:

No. of Shares held at the beginning of year

No. of Shares held at the end of year

Change during the year

Category of Shareholders

De-mat

Physical

Total

%of Total Shares

Demat

Physical

Total

%of

Total Shares

A. Promoters

(1) Indian

a) Individual/ HUF

-

16,322,850

16,322,850

100.00

16,322,850

-

16,322,850

73.35

(26.65)

b) Central Govt.

-

-

-

-

-

-

-

-

-

c) State Govt.

-

-

-

-

-

-

-

-

-

d) Bodies Corporate

-

-

-

-

-

-

-

-

-

e) Banks/FI

-

-

-

-

-

-

-

-

-

f) Any other

-

-

-

-

-

-

-

-

-

Sub-Total (A) (1):

-

16,322,850

16,322,850

100.00

16,322,850

-

16,322,850

73.35

(26.65)

(2) Foreign

a) NRIs - Individuals

-

-

-

-

-

-

-

-

-

b) Other -Individuals

-

-

-

-

-

-

-

-

-

c) Bodies Corporate

-

-

-

-

-

-

-

-

-

d) Banks/FI

-

-

-

-

-

-

-

-

-

e) Any Other

-

-

-

-

-

-

-

-

-

No. of Shares held at the beginning of year

No. of Shares held at the end of year

%

Change during the year

Category of Shareholders

De-mat

Physical

Total

%of Total Shares

Demat

Physical

Total

%of

Total Shares

Sub-Total (AX2):

-

-

-

-

-

-

-

-

-

Total Shareholding of Promoters (A) = (AX1) (AX2)

16,322,850

16,322,850

100.00

16,322,850

16,322,850

73.35

(26.65)

B. Public Share Holding

(1) Institutions

a) Mutual Funds/UTI

-

-

-

-

-

-

-

-

-

b) Banks/FI

-

-

-

-

-

-

-

-

-

c) Central Govt.

-

-

-

-

-

-

-

-

-

d) State Govt(s)

-

-

-

-

-

-

-

-

-

e) Venture Capital Funds

_

_

_

_

_

_

_

_

_

f) Insurance Company

-

-

-

-

-

-

-

-

-

g) Flls

-

-

-

-

-

-

-

-

-

h) Foreign Venture Capital Funds

_

_

_

_

_

_

_

_

_

0 Others (specify)

-

-

-

-

-

-

-

-

-

Sub-Total (B)(1):

-

-

-

-

-

-

-

-

-

(2) Non-Institution

a) Bodies Corporate

i. Indian

-

-

-

-

1,128,001

-

1,128,001

5.07

5.07

ii. Overseas

-

-

-

-

-

-

-

-

-

b) Individuals

i. Individual Shareholders holding nominal share capital upto?1 lakh

1,403,354

1,403,354

6.31

6.31

i. Individual Shareholders holding nominal share capital in excess of? 1 lakh

3,000,000

3,000,000

13.48

13.48

c) Others (specify)

NRI (Reparable/ Non Reparable basis)

_

_

_

_

8,000

_

8,000

0.04

0.04

HUF

-

-

-

-

336,000

-

336,000

1.51

1.51

Clearing Members

-

-

-

-

56,645

-

56,645

0.25

0.25

Sub-Total (BX2):

-

-

-

-

5,932,000

-

5,932,000

26.65

26.65

Total Public Shareholding

(B)=(BX1) (BX2)

-

-

-

-

5,932,000

-

5,932,000

26.65

26.65

C. Shares held by

Custodian for GDRs SADRs

.

.

.

.

.

.

.

.

.

Grand Total (A B C)

-

16,322,850

16,322,850

100.00

22,254,850

-

22,254,850

100.00

0.00

II. Shareholding of Promoters & Promoters Group:

Name

Shareholding at beginning of year

Date wise Increase/ Decrease in Shareholding*

Cumulative Shareholding during the year

Shareholding at end of year

%

change in share holding during the year

No. of Share

%of total shares of the

Company

Date

Increase/ Decrease in share holding

Reason

No. of Share

%of total shares of the

Company

No. of Share

%of total shares of the

Company

Ratanlal Kataria

6,952,310

42.59

12-M-17

(11,500)

Sell

6,940,810

31.19

6,540,810

29.39

24-M-17

(400,000)

Sell

6,540,810

29.39

13.20

Anil Kataria

6,951,230

42.59

12-M-17

(400,000)

Sell

6,551,230

29.44

5,951,230

26.74

24-M-17

(600,000)

Sell

5,951,230

26.74

15.84

Santosh Kataria

607,330

3.72

-

-

-

-

607,330

2.73

0.99

Vikas Kataria

607,330

3.72

-

-

-

-

607,330

2.73

0.99

Renu Kataria

951,730

5.83

12-M-17

251,500

Acquisition

1,203,230

5.41

1,203,230

5.41

0.42

Vijesh Kumar Kasera

126,460

0.77

12-M-17

(120,000)

Sell

6,460

0.03

6,460

0.03

0.75

Nitin Pirodiya

126,460

0.77

12-M-17

(120,000)

Sell

6,460

0.03

6,460

0.03

0.75

Sanjay Manoharlal Kataria HUF

-

-

12-M-17

200,000

Acquisition

200,000

0.90

200,000

0.90

(0.90)

Mr. Sanjay Kataria

-

-

12-M-17

200,000

Acquisition

200,000

0.90

200,000

0.90

(0.90)

Anil Manoharlal Kataria HUF

_

_

24-M-17

200,000

Acquisition

200,000

0.90

200,000

0.90

(0.90)

Rajesh Manoharlal Kataria HUF

_

_

24-M-17

200,000

Acquisition

200,000

0.90

200,000

0.90

(0.90)

Manoharlal Pannalal Kataria HUF

24-M-17

200,000

Acquisition

200,000

0.90

200,000

0.90

(0.90)

VikasRatanlal Kataria HUF

-

-

24-M-17

200,000

Acquisition

200,000

0.90

200,000

0.90

(0.90)

Santosh Ratanlal Kataria HUF

-

-

24-M-17

200,000

Acquisition

200,000

0.90

200,000

0.90

(0.90)

'As per the record of the Company.

II. Shareholding Pattern of top ten Shareholders (otherthan Directors, Promoters and Holders of GDRs and ADRs):

Name

Shareholding at beginning of year

Date wise Increase/ Decrease in Shareholding*

Cumulative Shareholding during the year

Shareholding at end of year

No. of Share

%of total shares of the

Company

Date

Increase/ Decrease in share holding

Reason

No. of Share

%of total shares of the

Company

No. of Share

%of total shares of the Company

Vijit Ramavat

-

-

27-Oct-17

684,000

Market Buy

684,000

3.07

744,000

3.34

8-Dec-17

24,000

Market Buy

708,000

3.18

15-Dec-17

8,000

Market Buy

716,000

3.22

22-Dec-17

8,000

Market Buy

724,000

3.25

9-Feb-18

8,000

Market Buy

732,000

3.29

31-Mar-18

12,000

Market Buy

744,000

3.34

Shree Jalaram Metals Private Limited

16-0ct-17

16,000

Allotment in IPO

16,000

0.07

316,000

1.42

3-Nov-17

288,000

Market Buy

304,000

1.37

1-Dec-17

8,000

Market Buy

312,000

1.40

31-Mar-18

4,000

Market Buy

316,000

1.42

Vijit Asset Management Private Limited

16-0ct-17

8,000

Allotment in IPO

8,000

0.04

288,000

1.29

10-Nov-17

140,000

Market Buy

148,000

0.67

23-Mar-18

140,000

Market Buy

288,000

1.29

Reena Pirodia

-

-

27-Oct-17

84,000

Market Buy

84,000

0.38

240,000

1.08

3-Nov-17

150,051

Market Buy

234,051

1.05

10-Nov-17

5,949

Market Buy

240,000

1.08

Utkarsh Land Developers Limited

3-Nov-17

168,000

Market Buy

168,000

0.75

168,000

0.75

Nirmala Moonat

-

-

16-0ct-17

4,000

Allotment in IPO

4,000

0.02

132,000

0.59

15-Dec-17

32,000

Market Buy

36,000

0.16

23-Mar-18

96,000

Market Buy

132,000

0.59

VibhaRTripathi

-

-

27-Oct-17

36,000

Market Buy

36,000

0.16

3-NOV-17

36,000

Market Buy

72,000

0.32

IO-Nov-17

16,000

Market Buy

88,000

0.40

17-Nov-17

8,000

Market Buy

96,000

0.43

8-Dec-17

12,000

Market Buy

108,000

0.49

15-Dec-17

12,000

Market Buy

120,000

0.54

9-Feb-18

4,000

Market Buy

124,000

0.56

124,000

0.56

Punit Pirodiya Huf

-

-

27-Oct-17

84,000

Market Buy

84,000

0.38

3-Nov-17

36,000

Market Buy

120,000

0.54

120,000

0.54

Punit Pirodia

-

-

27-Oct-17

48,000

Market Buy

48,000

0.22

3-Nov-17

36,000

Market Buy

84,000

0.38

12-Jan-18

150

Market Buy

84,150

0.38

19-Jan-18

27,850

Market Buy

112,000

0.50

112,000

0.50

Amit Pirodiya

-

-

27-Oct-17

58,565

Market Buy

58,565

0.26

3-Nov-17

(2,565)

Market Sell

56,000

0.25

10-Nov-17

52,000

Market Buy

108,000

0.49

108,000

0.49

* The trading in the sharesof the Company took place on almost daily basis, therefore the date wise increase/decrease in Shareholding of top ten Shareholders are taken on the basis of weekly BenPoze.

IV. Shareholding of Directorsand Key Managerial Personnel:

Name

Shareholding at beginning of year

Date wise Increase/ Decrease in Shareholding*

Cumulative Shareholding during the year

Shareholding at end of year

No. of Share

%of total shares

Date

Increase/ Decrease in

Reason

No. of Share

%of total shares

No. of Share

%of

total shares

of the

share

of the

of the

Company

holding

Company

Company

Renu Kataria

951,730

5.83

12-M-17

251,500

Acquisition

1,203,230

5.41

1,203,230

5.41

Vikas Kataria

607,330

3.72

-

-

-

-

607,330

2.73

Santosh Kataria

607,330

3.72

-

-

-

-

607,330

2.73

Vijesh Kumar

126,460

0.77

12-M-17

(120,000)

Sell

6,460

0.03

6,460

0.03

Kasera

* As perthe record of the Company.

5) Indebtedness

(? in Lakh)

Particulars

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

A. Indebtedness at the beginning of the financial year

i) Principal Amount

-

ii) Interest due but not paid

-

iii) Interest accrued but not due

-

TotalA(i ii iii)

-

-

-

-

B. Change in Indebtedness during the financial year*

Additions

5,447.49

6,636.71

86.48

12,170.69

Reduction

-

-

-

-

Net ChangeB

5,447.49

6,636.71

86.48

12,170.69

C. Indebtedness at the end of the financial year

i) Principal Amount

5,447.49

6,636.71

86.48

12,170.69

ii) Interest due but not paid

-

-

-

-

iii) Interest accrued but not due

-

-

-

-

Total C(i ii iii)

5,447.49

6,636.71

86.48

12,170.69

* the Company was incorporated on May 2,2017 byway of conversion of Partnership Firm in to the Company. Hence all Additions are reflected here duetotransferof amount of borrowing from Partnership Firm to theCompany.

6) Remuneration of Directorsand Key Managerial Personnel

A) Remuneration to Managing Director, Whole-time Directors and/or Manager

(Rs in Lakh)

Particulars of Remuneration

Vikas Kataria Managing Director

Santosh Kataria Whole-Time Director

Total Amount

Gross salary

(a) Salary as per provisions contained in section 1 7(1) of the Income Tax. 1 961

33.00

27.50

60.50

(b) Value of perquisites u/s 1 7(2) of the Income tax Act, 1961

_

_

_

(c) Profits in lieu of salary under section 1 7(3) of the Income Tax Act, 1961

.

_

.

Stock option

-

-

-

Sweat Equity

-

-

-

Commission

-

-

-

as % of profit

-

-

-

others (specify)

-

-

-

Others, please specify

-

-

-

Total (A)

33.00

27.50

60.50

Ceiling as per the Act (1 0% of Profit calculated in terms of Section 1 98 of the Companies Act, 2013)

118.55

B) Remuneration to other Directors

in Lakh)

Particulars of Remuneration

Renu Kataria Non-Executive Director

Chitresh Mehta Independent Director

Mukesh Kumar Jain Independent Director

Total Amount

a) Independent Director

(i) Fees for attending board/ committee meeting

-

0.28

0.28

0.56

(ii) Commission

-

-

-

-

(iii) Other, specify

-

-

-

-

Total (a)

-

-

-

-

b) Other Non-Executive Directors

(0 Fees for attending board/ committee meeting.

_

_

_

_

(ii) Commission

-

-

-

-

(iii) Other, specify

-

-

-

-

Total (b)

-

-

-

-

Total (B)

-

0.28

0.28

0.56

Total Managerial Remuneration (A B)

61.06

Ceiling as per the Act (11% of Profit calculated in terms of Section 198 of the Companies Act, 2013)

130.41

C) Remuneration to Key Managerial Personnel

Particulars of Remuneration

Vijesh Kasera Chief Financial Officer

Chitra Sheedhar Company Secretary

Total Amount

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961.

3.36

1.06

4.42

(b) Value of perquisites u/s 1 7(2) of the Income tax Act, 1961

_

_

_

(c) Profits in lieu of salary under section 1 7(3) of the Income Tax Act, 1961

.

_

.

Stock option

-

-

-

Sweat Equity

-

-

-

Commission

-

-

-

as % of profit

-

-

-

others (specify)

-

-

-

Others, please specify

-

-

-

Total

3.36

1.06

4.42

7) Penalties/Punishment/ Compounding of Offences

(? in Lakh)

Type

Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/ Compounding fees imposed

Authority (RD/NCLT/ Court)

Appeal made if any (give details)

A. Company

Penalty

NA

N.A.

N.A.

NA

NA

Punishment

Compounding

B. Directors

Penalty

N.A.

N.A.

N.A.

NA

NA

Punishment

Compounding

C. Other Officers in Default

Penalty

N.A.

N.A.

N.A.

NA

NA

Punishment

Compounding

Registered office :

138, Chandani Chowk, Ratlam, Madhya Pradesh- 457001

By order of the Board of Directors For, D.P. ABHUSHAN LIMITED

Sd/-Santosh Kataria

Sd/-Vikas Kataria

Place: Ratlam

Whole Time Director

Chairman and Managing Director

Date: August 25, 201 8

DIN 02855068

DIN 028551 36

ANNEXURE-B

FORM NO. AOC-2 - PARTICULARS OF CONTRACTS/ ARRANGEMENTS

MADE WITH RELATED PARTIES

Forms for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arm's length transactions under third

proviso thereto

(Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

A. Detailsofcontractsorarrangementsortransactionsnotatarm'slengthbasis:

There were no contracts or arrangements or transactions entered in to by the Company during the financialyear ended on March 31,2018, which were notat arm's length basis.

B. Detailsofmaterialcontractsorarrangementortransactionsatarm'slengthbasis:

S.No.

Particulars

RPT-1

RPT-2

1

Name(s)ofthe related party and nature of relationship

D.P. Power, Ratlam- Company/ entity owned or significantly influenced by directors/ KMP/ individuals owning interest in voting power that gives them significant influence over the enterprise or their relatives

Mr. RatanlalKataria - Relatives of Key Managerial Person

2

Nature of contracts/ arrangements/ transactions

Payment of Office Rent

Being Relative of Director, appointed at Place of Profit

3

Duration of the contracts / arrangements/ transactions

FY. 201 7-1 8

FY. 201 7-1 8

4

Salient terms of the contracts or arrangements or transactions including the value, if any

On Arms' Length Basis

On Arms' Length Basis

5

Date(s) of approval by the Board

May 18, 201 7

July 11, 201 7

6

Amount paid as advances, if any

Registered office :

138,ChandaniChowk, Ratlam,

By order of the Board of Directors

For, D.P. ABHUSHAN LIMITED

Madhya Pradesh- 457001

Sd/-

Sd/-

Santosh Kataria

Vikas Kataria

Place: RatLam

Whole Time Director

Chairman and Managing Director

Date: August 25, 201 8

DIN 02855068

DIN 028551 36

ANNEXURE-C

PARTICULARS OF EMPLOYEES

(Pursuant to Section 197(12) read with Rules made thereunder)

Disclosures pertaining to remuneration and other details as required under

Section 197(12) of the Companies Act, 2013 read with Rules made there under.

3A. Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratioof remuneration of each directorto the median remuneration of employeesforthefinancialyear:

S.NO.

Name

Designation

Ratio against median employee's remuneration

1

Vikas Kataria

Chairman and Managing Director

25.30:1.00

2

Santosh Kataria

Whole Time Director

21.08:1.00

b) The Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary orManager, if any, in thefinancialyear:

This being the first financialyear of the Company, the Company is unable to identify the increase in the remuneration of director, Chief FinancialOfficer, Chief Executive Officer, Company Secretary.

c) The percentage increase in the median remuneration of employeesin thefinancialyear:

This being the first financial year of the Company, the Company is unable to identify the increase in the median remuneration of employee.

d) ThenumberofpermanentemployeesontherollsoftheCompany:300Employees

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

This being the first financialyear of the Company, the Company is unable to identify the average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof.

3B. Information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) List of topten employeesin termsof remuneration drawn:

Employee Name

Designation

Qualifications and experience of the employee

Date of Joining

Remuneration Received (in?)

Age

Last employment held by employee

Anil Kataria

Business Development Head

M.Com

May 2, 2017

1925000.00

48

Ratan Lai Kataria

Marketing Head

M.Com

May 2, 2017

1925000.00

66

Mohit Kumar Soni

Area Business Manager

B.A.

May 2, 2017

1018586.00

38

Employee Name

Designation

Qualifications and experience of the employee

Date of Joining

Remuneration Received (in Rs)

Age

Last employment held by employee

Ankit Chopra

Diamond Manager

B.Com

May 2, 2017

802551.00

37

Nitin Pirodiya

Showroom Manager

MBA (Finance)

May 2, 2017

791000.00

35

Sweet Kothari

Showroom Manager

CS, LLb

May 2, 2017

768450.00

34

Lokesh Rathore

Floor Manager

BA

May 2, 2017

599583.00

46

M/s D. P.Abhushan

Alkesh Jain

Diamond Executive

B.Com

May 2, 2017

591985.00

38

Harshwardhan Maheshwari

General Manager

B.Sc.

May 2, 2017

554720.00

30

ShrenikJain

Stock Manager

B.Com

May 2, 2017

524040.00

30

Allaboveemployeesareon roll of theCompany on permanent basis.

b) Employees employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees:

There was no such employees employed throughout the financialyear, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees.

c) Employees employed for a part of the financialyear, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month:

There was no such employees employed for a part of the financialyear, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month.

d) Employees employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company:

There was no such employees employed throughout the financialyearor part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependentchildren, not less than two percent of the equity sharesofthe company.

The Board of Directors of the Company affirmed that remuneration of all the Key Managerial Personnel of the Company are as perthe Remuneration Policy of the Company.

Registered office :

By order of the Board of Directors

138,ChandaniChowk, Ratlam,

For, D.P. ABHUSHAN LIMITED

Madhya Pradesh- 457001

Sd/-

Sd/-

Santosh Kataria

Vikas Kataria

Place: Ratlam

Whole Time Director

Chairman and Managing Director

Date: August 25, 201 8

DIN 02855068

DIN 028551 36

ANNEXURE-D

SECRETARIAL AUDIT REPORT Form No. MR-3

For the financial year ended March 31,2018

[Pursuant to section 204(1) of the Companies Act, 2013 and

Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

D. P. Abhushan Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by D. P. Abhushan Limited (hereinafter called 'the Company'). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that, in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to theextent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Companyforthefinancialyearended on March 31,2018 according to the provisionsof:

i. TheCompaniesAct2013('theAct')andtherulesmadethereunderasapplicable;

ii. TheSecurities Contracts (Regulation) Act, 1956 CSCRA) and the rules madethere under;

iii. Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations made there under to the extent of Foreign Direct Investment;

iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 CSEBIAct'):-

a) TheSecurities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations, 2015;

c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

d) The Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations, 2009 and

e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. v. SecretarialStandards issued by the Instituteof Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules made thereunder, Regulations, guidelines etc. mentioned above.

Further company being engaged in the business of manufacturing and trading of precious metal's ornaments, there are few specific applicable laws to the Company, which requires approvals or compliances under the respective laws, as list out in the Annexure A. We have relied on the representation made by the Company and its officers for system and mechanism framed by the Company forcompliances of thesaid laws.

During the Period under review, provisions of the following Acts, Rules, Regulations, and Standards are not applicable to the Company,

i. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; - the Company is not registered as Registrar to an Issue & Share Transfer Agent. However, the Company has appointed Bigshare Services Private Limited as Registrar&Share Transfer Agent as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under- the Company is not registered as Depository or Depository Participant. However, the Company has taken connectivity of both the Depositories i.e. CDSL and NSDL through its Registrar and Share Transfer Agent- Bigshare Services Private Limited as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

iii. TheSecurities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

iv. TheSecurities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

v. TheSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

vi. TheSecurities and Exchange Board of India (Buyback of Securities) Regulations, 1998;and

vii. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct Investment and ExternalCommercialBorrowings;

I further report that-

The Board of Directors of the Company is duly constituted with Executive Directors, Non Executive Directors,

Independent Directors and Women Director in accordance with the act. The changes in the composition of the Board

of Directors that took place during the period under review were carried out in compliance with the provisions of the

Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were

sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda

items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the

minutes.

I further report that-

There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further reportthat-

During the reporting period, The Board of Directors had, in its meeting held on June 10,2017, proposed the Initial

Public Offer of such number of equity shares at such premium aggregating the amount not exceeding Rs. 35.00

Crores.The Members of the Company had also approved the proposal of the Board of Directors in their Extra-ordinary

General Meeting held on June 20,2017.

The Company had applied to National Stock Exchange of India Limited ("NSE") for in-principle approval for listing its

equity shares on the Emerge Platform of the NSE. NSE has, vide its letter dated, September 15,2017, granted its In-

PrincipleApprovaltotheCompany.

The Company has filed Prospectus to the Registrar of the Company, Gwalior on September 26,2017. The Public Issue was opened on Monday, October 9,2017 and closed on Wednesday, October 11,2017. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the National Stock Exchange of India Limited on October 16,2017Jhe Company has applied for listing of its totalequity shares to NSE and NSE has granted its approval vide its letter dated October 18,2017. The trading of equity shares of the Company commenced on October 23,2017 at Emerge Platform of NSE.

Place: Ratlam

Signature: Sd/-

Date: August 16, 2018

Name of Practicing Company Secretary: Anand Lavingia

ACS No.: 26458 CP No.: 11410

ANNEXURE-A LIST OF MAJOR SPECIFIC ACTS APPLICABLE TO THE COMPANY

1. Employee Provident Fund and Miscellaneous Provisions Act, 1951 & Employees Provident Funds Scheme, 1952

2. Minimum Wages Act,1948& Rules there under

3. Payment of Bonus Act,1965 & the Payment of Bonus Rules, 1975

4. PaymentofGratuityActandthePaymentofGratuity(CentraQRules,1972

5. Payment of Wages Act,1936&Rulesthere under

6. The Employees' State Insurance Act,1948

7. The Employees' State Insurance (GeneraQ Regulation,"! 950

8. SexualHarassmentofWomenatWorkplace(Prevention, Prohibition and RedressaD Act,2013

9. Shops and Establishment Act/Rules

10. Indian Contract Act,1872

11. Negotiable Instrument Act, 1881

12. Trade Marks Act, 1999 under Intellectual Property Law

ANNEXURE-B

To,

The Members,

D. P. Abhushan Limited

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done on test basis, on the records and documents provided by the Management of the Company, to ensure that correct facts are reflected in secretarial records. I believe that the processesand practices followed by me providea reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to verification of procedures on test basis.

5. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Signature: Sd/-

Place: Ratlam

Name of Practicing Company Secretary: Anand Lavingia

Date: August 16, 201 8

ACS No.: 26458 CP No.: 11410