Your directors have pleasure in presenting the 03rd Directors' Report on the business
and operations of Davin Sons Retail Limited (The Company) together with the Audited
Financial Statements of Accounts of the Company for the Financial Year ended March 31,
2025.
1. HIGHLIGHTS OF FINANCIAL PERFORMANCE
The Company has recorded the following financial performance, for the year ended March
31, 2025:
PARTICULARS |
Period Ended 31.03.2025 |
Period Ended 31.03.2024 |
Revenue from the operations for the year |
1352.7 |
1339.16 |
Other Income |
6.41 |
- |
Total Income |
1359.12 |
1339.16 |
Total Expenditure |
1134.82 |
1,118.69 |
Profit before exceptional and extraordinary items and tax |
224.29 |
220.47 |
Less: Provision for Taxation Current Tax Deferred Tax |
58.32 |
57.32 |
Excess/short provision relating to earlier year tax |
-0.28 |
-0.90 |
Profit after Taxation |
166.26 |
164.05 |
2. SUMMARY OF OPERATIONS
The total revenue of our Company for the Financial Year (FY) 2024-25 was Rs. 1359.12/-
Lakhs as against Rs. 1339.16/- Lakhs in the previous financial year (FY 2023-24).
During the year under review, the Company has earned Net Profit after tax to the tune
of Rs. - 166.26/- Lakhs as against Net profit after tax of Rs. 164.05/- Lakhs for the
corresponding previous financial year.
3. STATE OF AFFAIRS
The Company is engaged in the business of:
• FMCG
• Readymade Garments
There has been no change in the business of the Company during the financial year ended
March 31,2025.
4. SHARE CAPITAL
During the year under review, there has no change in the Authorized Capital structure
of the Company.
During the year under review, there has change in the Paid-Up Capital structure of the
Company.
The paid-up capital of the Company has increased from INR 3,66,67,920 /- (Indian Rupees
Three Crore Sixty Six Lakhs Sixty Seven Thousand Nine Hundred Twenty) divided into
36,66,792 (Thirty Six Lakh Sixty Six Thousand Seven Hundred Ninty Two Only) Equity Shares
of INR 10/- (Indian Rupees Hundred Only) each to INR 5,26,27,920 /- (Indian Rupees Five
Crore Twenty Six Lakh Twenty Seven Thousand Nine Hundred twenty) divided into 52,62,792
(Fifty Two Lakh Sixty two Thousand Seven Hundred Ninty Two Only) Equity Shares of INR 10/-
(Indian Rupees Hundred Only) each.
5. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES
The Board of Directors of your company, has proposed not to transfer any amount to the
Reserves for the year under review.
6. DIVIDEND
The Board of Directors of your company, after considering holistically the relevant
circumstances, has decided that it would be prudent, not to recommend any Dividend for the
year under review.
7. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
The Company is not required to prepare Form AOC 1 pursuant to Section 129(3) of the
Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, as the Company
doesn't have any subsidiary, Associate or Joint Venture.
8. CONSOLIDATED FINANCIAL STATEMENT
The Company does not have any Subsidiary company, Associate Company and Joint Venture
Company hence company is not required to prepare Consolidated Financial Statement.
9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
10. REVISION OF FINANCIAL STATEMENT, IF ANY
There was no revision in the financial statements of the Company
11. INTERNAL FINANCIAL CONTROL
The company has a well-placed, proper and adequate Internal Financial Control System
which ensures that all the assets are safeguarded and protected and that the transactions
are authorized recorded and reported correctly. To further strengthen the internal control
process, the company has developed the very comprehensive compliance management tool to
drill down the responsibility of the compliance from the top management to executive
level. The Board submits that there is adequacy of internal financial controls with
reference to the financial statements.
(a) CHANGE IN DIRECTORS
The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013. There have no changes in the directors of the Company in last year.
The Strength of the Board of Directors as of 31st March 2025 is Five (5) Directors as
follows.
Sr. No Name of the Directors |
Designation |
DIN |
Date of Appointment |
Date of Cessation |
| 1 Mr. Mohit Arora |
Managing Director |
7231072 |
08.02.2022 |
- |
| 2 Ms. Sonam Arora |
Director |
10163260 |
15.05.2023 |
- |
| 3 Ms. Saloni Mehra |
Independent Director |
10062907 |
25.04.2023 |
- |
| 4 Mr. Nohit Arora |
Whole Time Director |
9424503 |
30.11.2023 |
- |
| 5 Ms. Sapna |
Independent Director |
10294154 |
30.11.2023 |
- |
(B) DETAILS OF KEY MANAGERIAL PERSONNEL -
Sr. No Name of the Directors |
Designation |
Date of Appointment |
Date of Cessation |
| 1 Mr. Mohit Arora |
Managing Director |
08.02.2022 |
- |
| 2 Mrs. Shruti Khanna |
CFO |
11.10.2024 |
- |
| 3 Ms. Kavita Wadhwa |
Company Secretary |
06.06.2023 |
- |
| 4 Mr. Chander Prakash |
CFO |
22.06.2023 |
10.10.2024 |
a) Board Meetings held during the year are as below:
Total 12 Board Meetings were held during the financial year ended 31 st March 2025. The
maximum gap between any two Board Meetings was less than one 120 days. The names of
members of the Board, their attendance at the Board Meetings is as under:
Sr. No. Date of Meeting |
Total Number of Director Present |
| 1 06.05.2024 |
3 |
| 2 06.06.2024 |
3 |
| 3 01.08.2024 |
3 |
| 4 04.09.2024 |
3 |
| 5 11.10.2024 |
5 |
| 6 14.10.2024 |
3 |
| 7 04.11.2024 |
3 |
| 8 20.12.2024 |
3 |
| 9 01.01.2025 |
3 |
| 10 07.01.2025 |
3 |
| 11 08.01.2025 |
5 |
| 12 31.03.2025 |
5 |
Type of Meeting |
Date of meeting |
Total Number of Members entitled to attend the meeting |
Attendance |
|
|
|
Number |
% of total shareholding |
|
|
|
| Extraordinary General Meeting 28.06.2024 7 7 |
100 |
|
|
| Annual General Meeting 30.09.2024 7 7 |
100 |
|
|
14. COMMITTEES OF THE BOARD
Our Board of Directors presently has three (3) committees which have been constituted
in accordance with the relevant provisions of the Companies Act and SEBI LODR Regulations:
(i) Audit Committee, (ii) Stakeholders' Relationship Committee and (iii) Nomination and
Remuneration Committee.
Audit Committee:
During the Financial Year under review 04 (Four) meetings of the Audit Committee were
convened and held. The dates on which the said meetings were held:
• 06th May, 2024
• 01st August, 2024
• 12th October, 2024
• 31st March, 2024
Stakeholders' Relationship Committee:
During the Financial Year under review 02 (Two) meetings of the Stakeholder's Committee
were convened and held. The dates on which the said meetings were held:
• 20th November, 2024
• 11th December, 2024
Nomination and Remuneration Committee:
During the Financial Year under review 01 (One) meetings of the Nomination and
Remuneration Committee were convened and held. The dates on which the said meetings were
held:
11th October, 2024
15. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed
thereunder, M/s Sharma Sharma & Co Chartered Accountants have been appointed as
Auditors for a term of five years from the conclusion of the 1 st Annual General Meeting
till the conclusion of the 6th Annual General Meeting.
16. COST AUDITOR AND COST RECORDS
The Company does not fall under the preview of section 148 of the Companies Act, 2013,
and hence it is not required to maintain any cost records and accordingly such accounts
and records are not made and maintained by the company.
17. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act, read with the rules made
thereunder, the Board re-appointed M/s Priya Binani & Associates., Company
Secretaries, to undertake the Secretarial Audit of your Company for FY 2024-25. The
Secretarial Audit Report for the year under review is provided as Annexure - I of this
report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark. Pursuant to the provisions of Section 143(12) of the Act, the Secretarial Auditor
has not reported any incidence of fraud during the year.
Further, pursuant to amended Regulation 24A of Listing Regulations, and subject to the
approval of the Members being sought in the ensuing AGM, the Board of Directors has
appointed M/s Priya Binani & Associates, (Firm Reg. No. S2023RJ919600) as Secretarial
Auditors to undertake the Secretarial Audit of your Company for the first term of five
consecutive financial years commencing from 01 April, 2025, till 31 March, 2030. M/s Priya
Binani & Associates, Company Secretaries have confirmed that they are not disqualified
to be appointed as Secretarial Auditors and are eligible to hold office as Secretarial
Auditors of the Company.
18. INTERNAL AUDITOR
The Board of Directors of your Company had appointed M/s N.K. Mittal & Associates.,
Chartered Accountant, as the Internal Auditors of the Company pursuant to the provisions
of section 138 of the Act for financial year 2025-2026 and the reports on periodical basis
submitted by the auditor were placed before the audit committee and Board of Directors
The observations of the Statutory Auditors, when read together with the relevant notes
to the accounts and accounting policies are self-explanatory and do not call for any
further comment.
20. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR UNDER SUB SECTION 12 OF SEC6TION
143
There were no frauds reported by the auditors under section 143(12) of Companies Act,
2013 during their course of audit for the financial year 2024-2025.
21. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule
7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted
Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about
unethical behavior, actual or suspected fraud or violation of the Code of Conduct. It also
provides for adequate safeguards against victimization of directors /employees who avail
of the Mechanism.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review, there has been no such significant and material order
passed by the regulators or courts or tribunals impacting the going concern status and
company's operations in future.
23. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSON
During the year, there was no employee in receipt of remuneration in excess of limit
prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section
197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as "ANNEXURE II" and form part of
this Report.
There is no employee in the Company drawing remuneration aggregating to Rs. 8.50 lacs
or above per month or Rs. 1.02 crore or above per annum.
24. CREDIT RATING OF SECURITIES
The Company has not obtained any credit rating of its securities.
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
26. WEBSITE OF THE COMPANY
Company maintains a website http://www.davinsonsretail.com/ where detailed information
of the Company and specified details in terms of the Companies Act, 2013
27. EXTRACT OF ANNUAL RETURN
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 and Rule
12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of
the Company for the financial year 2024-25, will be placed on the Companies' website i.e.
http://www.davinsonsretail.com/The same can be accessed by the members and stakeholders
post filling of the same with concerned Registrar of Companies.
28. DEPOSITS
Your Company neither accepted nor renewed any deposits from public in the terms of
section 73 to 76 of the Companies Act 2013, read with the companies (Acceptance of
Deposits) Rules 2014, covered under Chapter V of the Companies Act, 2013 during the year
under review.
29. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have given declaration to the Company under
Section 149(7) of the Companies Act, 2013, they meet the criteria of independence as
provided in the Subsection 6 of Section 149 of the Act and also under the SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2015. In the opinion of the Board, The
Independent Directors of the Company possess necessary expertise, integrity and
experience.
30. PARTICULARS OF REMUNERATION
The Company has paid INR 23,86,900/- (Rupees Twenty-Three Lakh Eighty-Six Thousand Nine
Hundred Only) as Directors Remuneration to the Directors.
The details are mentioned below:
Sr. No. Name of Director |
Designation |
Gross salary |
| 1 Mr. Mohit Arora |
Managing Director |
1,617,200.00 |
| 2 Mr. Nohit Arora |
Whole Time Director |
769,700.00 |
Total |
|
2,386,900.00 |
31. RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements with related parties referred to in
sub-section (1) of section 188 are prepared in Form No. AOC-2 pursuant to clause (h) of
sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014 and the same is enclosed as Annexure-III to this Report. All transactions entered
with Related Parties for the year under review where on arm's length basis and in the
ordinary course of business.
32. CORPORATE SOCIAL RESPONSIBILITY
Provisions of Corporate Social Responsibility are not applicable on the Company.
Therefore, Company has not developed and implemented any Corporate Social Responsibility
Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014.
33. HUMAN RESOURCES
The Management has a healthy relationship with the officers and the Employee.
34. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The information pertaining to conservation of energy and technology absorption, as
required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is not applicable as furnished in Annexure.
The details of conservation of energy, technology absorption are as follows:
(A) Conservation of energy: N.A.
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the Company for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipment's;
(B) Technology absorption: N.A.
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development
or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year:
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and
(iv) the expenditure incurred on Research and Development.
35. FOREIGN EXCHANGE EARNINGS AND OUTGO
The company had a total foreign exchange earnings and outgo as provided below during
the year ended 31st, March 2025:
Foreign Exchange Earnings |
0 |
Foreign Exchange Outgo |
0 |
37. SAFE & CONDUCIVE WORKPLACE
The Company is committed to provide a safe and conducive work environment to its
employees. During the year under review, there were no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
38. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the financial
year under review.
39. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has adopted a policy for prevention of sexual harassment at the workplace,
in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“POSH Act”). An Internal Complaints
Committee (“ICC”) has been duly constituted as per the provisions of the POSH
Act to redress complaints regarding sexual harassment at the workplace. During the
financial year under review, the Company has complied with all the provisions of the POSH
Act and the rules framed thereunder. Further details are as follow
| a. Number of complaints of Sexual Harassment received in the Year |
DAVINS RET 0 |
DNS ui i in |
|
| b. Number of complaints of Sexual Harassment received in the Year |
0 |
| c. Number of cases pending for more than ninety days |
0 |
40. MATERIAL CHANGES AND COMMITMENTS
During the year under review there has been no such significant and material orders
passed by the regulators or courts or tribunals impacting the going concern status and
company's operations in future.
41. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review has been
annexed as ‘Annexure - IV' to the Directors' Report.
42. MATERNITY BENEFIT
During the under review, the Company has complied the provisions of the Maternity
Benefit Act, 1961, for the financial year 2024-25. The Company remains committed to
fostering an inclusive and supportive work environment that upholds the rights and welfare
of its women employees in accordance with applicable laws.
43. GENERAL
Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
2. The Company has no subsidiary and neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration or commission from any of its
subsidiaries.
44. SECRETARIAL STANDARD
The Company has Complied with the applicable Secretarial Standards (as amended from
time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM)
i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India under section
118(10) of the Companies Act,2013.
As Company got listed on BSE SME Platform on 09.01.2025.
• MD/CFO Certification (Under regulation 17(8) of SEBI (LODR) Regulations, 2015),
• Certificate of Compliance With The Code Of Conduct Policy [Regulation 34(3) read
with Schedule V (Part D) of the SEBI (LODR) Regulations, 2015,
• Certificate on Non-Disqualification of Directors (Pursuant to Regulation 34(3)
and Schedule V Para C Clause (10) (i) of the SEBI (Listing Obligations and Disclosure
Requirements)
Regulations, 2015) - are not applicable for SME IPO.
46. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-
1. In the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards and Schedule III of the Companies Act, 2013, have been
followed and there are no material departures from the same;
2. 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 your Company as at March 31, 2025 and of the profit
of the Company for the Financial Year ended March 31, 2025;
3. proper and sufficient care has been taken 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;
4. the annual accounts have been prepared on a ‘going concern' basis;
5. proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
6. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
47. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS OF THE COMPANY
^ The observations made in Statutory Auditors' Report given by M/s. SharmaSharma &
Co., Chartered Accountants are self-explanatory and do not contain any reservation,
qualification or adverse remarks. Therefore, needs no further clarification/ explanations
as required under Section 134 of the Companies Act, 2013. The Statutory Audit report is
attached with the Financial Statement and forms part of this report.
^ The observations made in Secretarial Auditors' Report given by M/s Priya Binani &
Associates, Company Secretaries (COP No. 24562). are self-explanatory and do not contain
any reservation, qualification or adverse remarks. Therefore, needs no further
clarification/ explanations as required under Section 134 of the Companies Act, 2013. The
same is annexed to this Annual Report as ANNEXURE - I
48. ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the assistance and
co-operation received from the customers, employees, banks, Government authorities,
vendors and members during the year under review.
Sd/- Sd/-
Nohit Arora Whole Time Director (DIN: 09424503)
ENCLOSURES:
Date: 05.09.2025 Place: Delhi
Mohit Arora Managing Director (DIN 07231072)
ANNEXURE I : Secretarial Auditor Report -MR-3
ANNEXURE II : Statement of Particulars as per Rule 5 (1) of the Companies
ANNEXURE III : Particulars of prescribed contracts / arrangements with related parties
in Form AOC2
ANNEXURE IV : Management Discussion and Analysis Report
|