Mar 31, 2023
Your Directors are pleased to present the Annual Report along with the Audited Financial Statements of your Company for the financial year ended on 31st March, 2023.
The summarised financial highlight is depicted below:
(Rs. In Million) |
||||
Particulars |
Consolidated |
Standalone |
||
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
Revenue from Operations |
2,413.37 |
2,928.04 |
1,537.98 |
2,317.64 |
Other Income |
377.53 |
293.14 |
738.85 |
574.60 |
Total Income |
2,790.90 |
3,221.18 |
2,276.83 |
2,892.24 |
Expenses: |
||||
Operating expenses |
892.44 |
660.79 |
584.30 |
492.65 |
Depreciation and Amortization Expenses |
7.12 |
3.44 |
7.12 |
3.44 |
Total expenses |
899.56 |
664.24 |
591.42 |
496.10 |
Profit before Finance cost and tax |
1,891.34 |
2,556.95 |
1,685.41 |
2,396.15 |
Finance Costs |
265.83 |
252.50 |
265.34 |
247.42 |
Profit before tax |
1,625.51 |
2,304.44 |
1,420.07 |
2,148.73 |
Tax Expense |
461.83 |
627.47 |
260.15 |
474.51 |
Profit for the year |
1,163.68 |
1,676.97 |
1,159.92 |
1,674.23 |
Attributable to: |
||||
Owners of the Company |
1,159.92 |
1,674.23 |
1,159.92 |
1,674.23 |
Non- controlling interest |
3.76 |
2.74 |
NA |
NA |
Earnings Per Share (in '') |
||||
Basic |
6.59 |
9.51 |
6.59 |
9.51 |
Diluted |
6.59 |
9.51 |
6.59 |
9.51 |
During the year the Company Revenue from operations on Consolidated basis for FY 2022-23 is ''2,413.37 Million compared to ''2,928.04 Million in the previous year. Net Profit After Tax on Consolidated basis for the current year is ''1,163.68 Million as against ''1,676.97 Million earned in the previous year.
On standalone basis, revenue from operations for the current year stands at ''1,537.98 Million compared to '' 2,317.64 Million in the previous year and Net profit attributable to the share holders of the company for the current year is ''1,159.92 Million as against ''1,674.23 Million earned in the previous year.
During the year, Company paid to its shareholder interim dividend of ''0.25 per Equity shares of FV ''1/- each in the month of May 2022. Board has not declared any other dividend except aforesaid interim dividend. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) is available on the Companyâs website at https://dolatalgotech.in/investor-relations
The paid up equity share capital as on March 31, 2023 was ''176.00 Million. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options /sweat equity.
The closing balance of the retained earnings of the Company for FY 2023, after all appropriation and adjustments was ''6,107.46 Million.
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, as may be applicable, have been disclosed in the financial statements.
8. RELATED PARTY TRANSACTIONS:
All the related party transactions entered into during the financial year were on an armâs length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable.
During the year under review, your Company has entered into transactions with related party which are material as per Regulation 23 of the SEBI Listing Regulations and Company has taken necessary approval from members.
The policy governing the related party transactions has been adopted by the Company and is placed on the Companyâs website (https://dolatalgotech.in/investor-relations).
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review, Company has not incorporated any subsidiary, Joint venture or Associate Companies. A statement containing the salient features of financial statements of subsidiary(ies) companies of the Company in the prescribed Form AOC - 1 forms a part of Financial Statements in compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rules.
The Companyâs Policy for determining material subsidiaries may be accessed on the website of the Company at (https://dolatalgotech.in/investor-relations).
10. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2022-23, together with the Auditorsâ Report form part of this Annual Report.
In accordance with Section 136 of the Act, the audited financial statements, including the Consolidated Financial Statements and related information of the Company and the financial statements of the subsidiary, are available on our website, ( https://dolatalgotech.in/investor-relations).
11. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the financial year 2022-23, 9 (Nine) meetings of the Board of Directors were held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.
Mrs. Neha P. Shah submitted resignation vide letter dated October 02, 2022 which was subject to approval of National Stock Exchange of India Limited pursuant to Exchange regulation as Company being member. Subsequent to receipt of approval from NSE vide its letter no NSE/WRO-MEM/2022/3346 dated October 21, 2022, resignation of Mrs. Neha P. Shah (DIN: 05262280) was effective from the closing hours on October 21, 2022.
Mr. Shailesh D. Shah retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholdersâ approval for his re-appointment forms part of the Notice.
Mr. Pankaj D. Shah, the Managing Director of the Company, will be completing his present term on May 02, 2024. The Board at its meeting held on August 10, 2023, based on the recommendation of the Nomination and Remuneration Committee subject to the approval of shareholders, has re-appointed Mr. Pankaj D. Shah designated as Managing Director of the Company for a further term of five years w.e.f. May 03, 2024.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations.
In terms of Regulation 25(8) of SEBI Listing Regulations there has been no change in the circumstances affecting their status as Independent Directors of the Company.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.
The Board recommends the re-appointment of above directors for your approval.
Brief details of Directors proposed to be re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided in the Notice of the ensuing Annual General Meeting.
13. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial year and of the profit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The Board of Directors has carried out on an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
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.
In a separate meeting of independent directors, performance of non-independent directors, the Chairperson of board and the board as a whole was evaluated.
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. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
15. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS:
The Companyâs policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report and is also available on the Companyâs website at (https://dolatalgotech.in/investor-relations)
The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has an additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.
17. INTERNAL FINANCIAL CONTROLS:
Internal Audit plays a key role in providing an assurance to Management with respect to the Company having adequate Internal Control Systems. The Internal Control Systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Companyâs assets. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee.
18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a policy for prevention, prohibition and Redressal of sexual harassment at the work place, in line with the provisions of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder. All employees including temporary and trainee are covered under the policy. The Company has constituted an internal committee to inquire and redress the complaints. The Company has not received any complaint during the FY 2022-23.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, unacceptable and improper practices or suspected fraud. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy has been uploaded on the companyâs website (https://dolatalgotech.in/investor-relations).
20. CORPORATE SOCIAL RESPONSIBILITY:
The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is set out in Annexure [A] to this report. The CSR Policy is available on the website of the Company at (https://dolatalgotech.in/investor-relations).
21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included in the Corporate Governance Report which forms part of this report.
Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 41st Annual General Meeting held on September 30, 2022, appointed M/s. V. J. Shah & Co., Chartered Accountants (Firm Registration No. 109823W), Mumbai, the statutory auditors of the Company, for second term of 4 years commencing from the conclusion of the 41st Annual General Meeting of the Company until the conclusion of the 45th Annual General Meeting to be held in the year 2026. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.
23. STATUTORY AUDITORS'' REPORT:
The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31st March, 2023. The Auditorsâ Report for the financial year ended 31st March, 2023 on the financial statements of the Company is a part of this Annual Report.
24. SECRETARIAL AUDITORS'' REPORT:
The Secretarial Audit Report for financial year 2022-23 is annexed which forms part of this report as Annexure-B. The Secretarial Audit Report contains the observation relating delay in compliance with Regulation 23(9) of SEBI (LODR) Regulations, 2015 and Composition of Board under Regulation 17(1) of SEBI (LODR) Regulations, 2015. There has been no other qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.
25. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.
26. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companyâs website on https://dolatalgotech.in/investor-relations
The information required under section 197(12) ofthe Act read with Rule 5(1) ofthe Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, is given in Annexure C to the Board Report.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The company believes that energy provides the means for economic growth and hence, it is important to conserve and use energy judiciously. Being a Company into trading of Stock, the scope of conservation of energy and technology absorption are very limited. However, efforts are made to further reduce energy conservation.
During the year, the companyâs expenditure in foreign exchange was Rs.NIL (Previous Year Rs.NIL) as mentioned in the notes to financial statement and the company did not have any foreign exchange earnings during the year.
30. CORPORATE GOVERNANCE REPORT AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance and a Business Responsibility and Sustainability Report forms part of this Report.
31. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Report.
a) The Company is in compliance with the relevant provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government;
b) Details of various committees constituted by the Board of Directors, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, are given in the Corporate Governance Report and forms part of this report
c) None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Act;
d) Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:
⢠Details relating to deposits covered under Chapter V of the Act
⢠Issue of equity shares with differential rights as to dividend, voting or otherwise.
⢠Issue of shares (including sweat equity shares) to employees of the Company under ESOP or any other scheme.
⢠Neither the Managing Director nor the Whole-time Director of the Company has received any remuneration or commission from any of its subsidiaries.
Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your Companyâs activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
Mar 31, 2018
DIRECTORS'' REPORT
To
The Members,
The Directors present the Annual Report of DOLAT INVESTMENTS LIMITED (the Company) along with the audited financial statements for the financial year ended March 31, 2018.
1. FINANCIAL RESULTS:
The Companyâs financial performance for the year under review along with previous yearâs figures are given hereunder:
Rs, In Lakhs
Particulars |
2017-18 |
2016-17 |
Revenue from Operations |
13,873.39 |
8,248.92 |
Other Income |
6.00 |
1.88 |
Total Income |
13,879.39 |
8,250.81 |
Expenses: |
- |
- |
Operating expenses |
9,547.05 |
8,072.98 |
Depreciation and Amortization Expenses |
0.18 |
0.41 |
Total expenses |
9,547.23 |
8,073.39 |
Profit before Finance cost, Prior Period and Extraordinary items and tax |
4,332.15 |
177.41 |
Finance Costs |
19.48 |
0.04 |
Profit before Prior Period and Extraordinary items and tax |
4,312.67 |
177.37 |
Prior Periods Items (Net) |
2.38 |
- |
Profit before Extraordinary items and tax |
4,310.29 |
177.37 |
Extraordinary Items |
398.13 |
1.87 |
Profit/(loss) before tax (PBT) |
4,708.42 |
179.25 |
Total Tax Expense |
1,588.85 |
43.80 |
Profit After Tax |
3,119.56 |
135.45 |
Total of other comprehensive Income |
(0.11) |
0.31 |
Total Comprehensive Income for the period |
3,119.45 |
135.76 |
Earnings Per Share (in Rs,) |
||
Basic |
1.77 |
0.08 |
Diluted |
1.77 |
0.08 |
2. COMPANY PERFORMANCE
During the year the Company Revenue from operations for FY 18 at Rs,13,873.39 Lakhs compared to Rs,8,248.92 in the previous year. The company achieved Net Profit After Tax of Rs,3,119.56 Lakhs during the year under review as compared to net profit after tax of Rs,135.45 Lakhs earned in the previous year.
The company adopted Indian Accounting Standards (Ind-AS) from April 1, 2017. The figures of previous year are also re-cast / regrouped to be Ind-AS compliant as the transitional date for adoption of Ind-AS for your company is April 1, 2016. These annual financial statements are the first financial statements of the company under Ind-AS. Impact of such first-time adoption of Ind-AS as compared to previous GAAP is given in the annexed Financial Statements.
3. DIVIDEND:
In view to conserve money for expansion of business, Board of Directors do not recommend Dividend for this year.
4 SHARE CAPITAL
The paid up equity share capital as on March 31, 2018 was Rs,1,760.00 lakhs. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options /sweat equity.
5. TRANSFER TO RESERVES:
Your Directors does not propose to transfer any amount to its reserves out of the Profits of the company for the year ended March 31, 2018.
6. DEPOSITS:
During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, as may be applicable, form part of the Notes to the financial statements.
8. RELATED PARTY TRANSACTIONS:
All related Party transactions that were entered into during the financial year were in the ordinary course of business and on an armâs length basis and were in compliance with the applicable provisions of the Companies Act, 2013 (Act) read with rules made there under and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ). During the year, Company has not entered into contract/ arrangement/ transactions with Related Parties which can be considered as material in nature.
All related party transactions are placed before the audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any.
The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure [I] and the same form a part of this report.
The policy governing the related party transactions has been adopted by the Company and is placed on the Companyâs website (www.dolatinvest.com).
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review, no company is ceased to be a subsidiary/associate/joint venture of the Company. Company does not have any material subsidiary.
The Company is not required to consolidate its Financial Statements for the year ended 31st March, 2018 as company did not have any subsidiary /joint venture / associate companies.
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the financial year 2017-18, 8 (Eight) meetings of the Board of Directors were held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
During year under review, Mrs. Harsha Harendra Shah, resigned from the post of Director with effect from December 04, 2017 and the Board of directors place on record its sincere appreciation of her valuable support and guidance to the Board during her tenure.
During the financial year 2017-18, the Board of Directors at their meeting held on December 4, 2017, had appointed Mrs. Neha Purvag Shah, (DIN: 05262280) as an Additional Director (Non Independent-Non Executive, Promoter Director) of the Company. She was regularized / appointed as Director (Non Independent-Non Executive, Promoter Director) by members through postal ballot process w.e.f. 29.01.2018.
Mr. Rajendra D. Shah has been reappointed as Managing Director in board meeting dated May 17, 2018 for further period of 1 year w.e.f. 01st June 2018 to 31st May, 2019 subject to approval of Members. Resolution for his appointment needs to be passed in ensuing annual general meeting. Further Mr. Rajendra D. Shah, retires by rotation and being eligible, has offered himself for reappointment.
There were no changes in the Key Managerial Personnel of the company during the year.
Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.
During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
12. 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 the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial year and of the profit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
13. BOARD EVALUATION:
The Board of Directors has carried out on an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issues by the Securities and Exchange Board of India on January 5, 2017.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
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.
In a separate meeting of independent directors, performance of non-independent directors, the Chairperson of board and the board as a whole was evaluated.
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.
14. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS:
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.
15. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy in accordance with the provision of the Act and Regulation 17 (9) of the Listing Regulations. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures. The policy has been updated on Companyâs website: www.dolatinvest.com
16. INTERNAL FINANCIAL CONTROLS:
Internal Audit plays a key role in providing an assurance to Management with respect to the Company having adequate Internal Control Systems. The Internal Control Systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Companyâs assets. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee.
17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a policy for prevention, prohibition and Redressal of sexual harassment at the work place, in line with the provisions of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder. All employees including temporary and trainee are covered under the policy. The Company has constituted an internal committee to inquire and redress the complaints. The Company has not received any complaint during the FY year 2017-18.
18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, unacceptable and improper practices or suspected fraud. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy has been uploaded on the companyâs website www.dolatinvest.com.
19. CORPORATE SOCIAL RESPONSIBILITY:
Company has been ceased to be covered under criteria specified in subsection (1) of section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, for three consecutive years and hence CSR provisions are not applicable to the Company.
Company though has not ceased its CSR committee which has been constituted to recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The Corporate Social Responsibility policy has been devised in accordance with Section 135 of the Companies Act, 2013. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company (URL: www.dolatinvest.com).
20. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included in the Corporate Governance Report which forms part of this report.
21. STATUTORY AUDITORS:
Pursuant to section 139 of the Companies Act, 2013 (âthe Actâ), read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. V. J. Shah & Co., Chartered Accountants (Firm Registration No. 109823W), Mumbai, were appointed as statutory auditors from the conclusion of 36th Annual General Meeting of the Company held on 29th September, 2017 till the conclusion of the 41st Annual General Meeting to be held in 2022, subject to ratification of their appointment at every AGM, if required under law. As the requirement of ratification of appointment of auditors at every AGM is no longer required under the Act, resolution for the same is not included in the Notice. M/s. V. J. Shah & Co. have submitted a certificate confirming that their appointment will be in accordance with section 139 read with Section 141 of the Act.
22. AUDITORS'' REPORT AND SECRETARIAL AUDITORS'' REPORT:
The auditorsâ report and secretarial auditorsâ report do not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an Annexure II which forms part of this report.
23. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.
24. CHANGE IN THE NATURE OF BUSINESS :
Company has changed its object clause to include Finance and NBFC business in its object clause through special resolution passed on January 29, 2018 by the members of the Company through Postal Ballot. The company has made an application to Reserve Bank Of India (RBI) for certification of Registration as Type-
II NBFC-ND during the year, the approval of which is pending from RBI and hence company has not yet commenced NBFC activity.
25. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report.
26. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of the annual return is given in Annexure III in the prescribed Form MGT-9, which is a part of this report.
27. PARTICULARS OF EMPLOYEES
The information 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 given in Annexure as IV to the Board Report.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The company believes that energy provides the means for economic growth and hence, it is important to conserve and use energy judiciously. Being a Company into trading of Stock and Commodities the scope of conservation of energy and technology absorption are very limited. However, efforts are made to further reduce energy conservation.
During the year, the companyâs expenditure in foreign exchange was '' NIL (Previous Year '' NIL) as mentioned in the notes to financial statement and the company did not have any foreign exchange earnings during the year.
29. DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Corporate governance report with Auditorsâ Certificate thereon and Management Discussion and Analysis are attached, which form part of this report.
The Company is in compliance with the relevant provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government.
30. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your Companyâs activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
For And on Behalf of The Board of Directors
Neha P. Shah
Director DIN:05262280
Rajendra D. Shah
Date: 23rd July, 2018 Managing Director
Place: Mumbai DIN: 00005013
Mar 31, 2016
To
The Members,
DOLAT INVESTMENTS LIMITED
The Directors are pleased to present the Thirty Fifth Annual Report of your Company together with the Audited Financial Statements for the financial year ended March 31, 2016.
1. FINANCIAL RESULTS:
The Companyâs financial performance for the year under review along with previous yearâs figures are given hereunder:
Rs. In Lakhs
Particulars |
2015-16 |
2014-15 |
Revenue from Operations |
8,879.88 |
3,351.96 |
Other Income |
29.13 |
39.81 |
Total Revenue |
8,909.01 |
3,391.77 |
Profit Before interest, Depreciation & Tax |
430.47 |
495.12 |
Less: Finance Cost |
1.97 |
3.43 |
Less: Depreciation & Amortization Expense |
0.67 |
1.13 |
Profit Before Tax |
427.83 |
490.57 |
Total Tax Expense |
125.68 |
153.26 |
Profit After Tax |
302.15 |
337.30 |
Less : Proposed Dividend & Tax thereon |
- |
- |
Transfer to General Reserve |
- |
- |
Earnings Per Share (in Rs. ) |
||
Basic |
0.17 |
0.19 |
Diluted |
0.17 |
0.19 |
2. COMPANY PERFORMANCE
During the year the Company total Revenue was Rs. 8,909.01 Lakhs as against Rs. 3,391.77 Lakhs earned in the previous year. The company achieved Net Profit After Tax of Rs. 302.15 Lakhs during the year under review as compared to net profit after tax of Rs. 337.30 Lakhs earned in the previous year.
3. DIVIDEND:
Due to inadequate profit and conserve money for expansion of business, Board of Directors do not recommend Dividend for this year.
4. SHARE CAPITAL
The paid up equity share capital as on March 31, 2016 was Rs. 1760.00 lakhs. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options /sweat equity. As on March 31, 2016, none of the Non-Executive Independent Directors of the Company holds equity shares in the Company. The following Executive Director and Non Executive Non Independent
Director are holding equity shares of the Company as per details given below:
Sr. No. |
Name of the Director |
No. of Shares held |
1 |
Mr. Rajendra D. Shah |
20,000 |
2 |
Mrs. Harsha H. Shah |
165000 |
5. RESERVE & SURPLUS:
Due to inadequate profit, no amount is proposed to be transferred to the General Reserve.
6. DEPOSITS:
During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, as may be applicable, form part of the Notes to the financial statements.
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review, no company is ceased to be a subsidiary/associate/joint venture of the Company. Company does not have any material subsidiary.
9. CONSOLIDATED FINANCIAL STATEMENTS:
The Company is not required to consolidate its Financial Statements for the year ended 31st March, 2016 as company did not have any subsidiary /joint venture / associate companies.
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the financial year 2015-16, 8 (eight) meetings of the Board of Directors were held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
11. 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 the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit and loss of the Company for the financial year ended 31st March, 2016;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Pursuant to the provisions of section 149 of the Act, Mr. Shashikant Haridas Gosalia, Mr. Sunil Parmanand Shah, were appointed as independent directors at the annual general meeting of the Company held on September 18, 2014. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.
Mr. Rajendra Dolatrai Shah, Managing Director, retires by rotation and being eligible has offered himself for re-appointment.
During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
During year under review Mr. Umesh V. Moolya, resigned from the post of Company Secretary w.e.f. from 31st October, 2015. Board in their meeting held on 08th January, 2016 appointed Mr. Sandeepkumar G. Bhanushali as Company Secretary & Compliance officer of the Company w.e.f 08th January, 2016.
13. BOARD EVALUATION:
The Board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âListing Regulationsâ).
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. 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. The board 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 a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole, 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.
14. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS:
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.
15. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy in accordance with the provision of the Act and Regulation 17 (9) of the Listing Regulations. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures. The policy has been updated on Companyâs website: www.dolatinvest.com
16. INTERNAL FINANCIAL CONTROLS:
Internal Audit plays a key role in providing an assurance to Management with respect to the Company having adequate Internal Control Systems. The Internal Control Systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Companyâs assets. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee.
17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a policy for prevention, prohibition and Redressal of sexual harassment at the work place, in line with the provisions of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under. All employees including temporary and trainee are covered under the policy. The Company has constituted an internal committee to inquire and redress the complaints. The Company has not received any complaint during the FY year 2015-16.
18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, unacceptable and improper practices or suspected fraud. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy has been uploaded on the companyâs website www.dolatinvest.com.
19. CORPORATE SOCIAL RESPONSIBILITY:
The Company has constituted a Corporate Social Responsibility (CSR) committee which have recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The Corporate Social Responsibility policy has been devised in accordance with Section 135 of the Companies Act, 2013. The Company is not required to spend any amount in FY 2015-16 as average net profit of 3 preceding years is in negative.
The brief outline of the corporate social responsibility (CSR) policy of the Company are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company (URL: www.dolatinvest.com).
20. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included in the Corporate Governance Report which forms part of this report.
21. STATUTORY AUDITORS
Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. Sundarlal, Desai & Kanodia, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of 3 (three) years in the Annual General Meeting held on 30th September 2014. Their continuance of appointment and payment of remuneration are to be ratified/confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
22. AUDITORS'' REPORT AND SECRETARIAL AUDITORS'' REPORT
The auditorsâ report and secretarial auditorsâ report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an Annexure II which forms part of this report.
23. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.
24. CHANGE IN THE NATURE OF BUSINESS :
There is no Change in the nature of the business of the Company done during the year.
25. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report.
26. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is given in Annexure III in the prescribed Form MGT-9, which forms part of this report.
27. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related Party transactions that were entered into during the financial year were in the ordinary course of business and on an armâs length basis and were in compliance with the applicable provisions of the Act and the Listing regulations. During the year, Company has not entered into contract/ arrangement/ transactions with Related Parties which can be considered as material in nature.
All related party transactions are placed before the audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any.
A policy governing the related party transactions has been adopted by the Company and is placed on the Companyâs website (www.dolatinvest.com).
28. PARTICULARS OF EMPLOYEES
The information 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 annexed as IV to the Board Report.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The company believes that energy provides the means for economic growth and hence, it is important to conserve and use energy judiciously. Being a Company into trading of Stock and Commodities the scope of conservation of energy and technology absorption are very limited. However, efforts are made to further reduce energy conservation.
During the year, the companyâs expenditure in foreign exchange was Rs. 90,952 (Previous Year Rs. 227,163/-) as mentioned in the notes to financial statement and the company did not have any foreign exchange earnings during the year.
30. DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, corporate governance report with auditorsâ certificate thereon and management discussion and analysis are attached, which form part of this report.
31. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your Companyâs activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
For And on Behalf of The Board of Directors
Harsha H. Shah
Director
DIN:00012623
Rajendra D. Shah
Date: 26th August, 2016 Managing Director
Place: Mumbai DIN: 00005013
Mar 31, 2015
Dear Members,
Your Directors have pleasure in presenting their Thirty Fourth Annual
Report and the audited statement of accounts for the financial year
ended March 31, 2015.
FINANCIAL RESULTS
The summarized financial results of the Company for the financial year
ended March 31, 2015 are presented below: (Rs. in lacs)
Financial Year Financial Year
Particulars ended March ended March
31, 2015 31, 2014
Total Revenue 3391.77 18292.29
Profit before interest, depreciation 495.13 (4298.28)
and taxation
Finance cost 3.43 0.01
Depreciation 1.13 1.34
Profit before exceptional items & tax 490.57 (4299.63)
Exceptional items - -
Profit before tax 490.57 (4299.63)
Provision for taxation - Income Tax
- Deferred Tax 152.90 (1400.09)
Profit after tax 337.30 (2899.54)
Balance brought forward from previous year 3472.27 6371.81
Disposable surplus after adjustments 3809.58 3472.27
Appropriations-
- Depreciation adjustment 0.99 0
- Balance carried to balance sheet 3808.58 3472.27
The Company achieved a turnover of Rs. 3391.77 lacs as compared to
Rs.18292.29 lacs in the previous year. Profit before tax and
exceptional items were Rs.490.57 lacs as against Loss after tax of Rs.
4299.63 lacs incurred in the previous year. The Profit after tax stood
at Rs. 337.30 lacs as compared to the Loss of Rs.2899.54 lacs incurred
in the previous year. The operations and financial results of the
Company are elaborated in the annexed Management Discussion and
Analysis Report.
REGISTERED OFFICE:
The registered office of the Company stands shifted from the State of
Tamil Nadu to the Union Territory of Daman & Diu with effect from May
05, 2015 upon receipt of certificate of registration of Regional
Director Order for change of state certifying the aforesaid change of
situation of registered office. Consequently, the Corporate Identity
Number (CIN) has been changed to L67100DD1983PLC004760. The details of
the present address of the registered office are given below:
Dolat Investments Limited, Office No.141, Center Point, Somnath, Daman,
Daman & Diu 396210.
DIVIDEND
To enable the Company to augment and conserve money for expansion of
business, the Board of Directors do not recommend Dividend this year.
SHARE CAPITAL
The paid up equity share capital as on March 31, 2015 was Rs. 1760.00
lacs. During the year under review, the Company has not issued shares
with differential voting rights nor granted stock options nor sweat
equity. As on March 31, 2015, none of the Non-Executive Independent
Directors of the Company holds equity shares in the Company The
following Executive Director and Non Executive Non Independent Director
are holding equity
shares of the Company as per details given below:
Sr. Name of the Director No. of Shares held
No.
1. Mr. Rajendra D. Shah Managing Director 20,000
2. Mr. Harendra D. Shah* Non Executive 36,000
Non Independent Director
3. Ms. Harsha H. Shah** Non Executive 165,000
Non Independent Director
*Resigned with effect from 25th September, 2014.
** Appointed with effect from 25th September 2014 Finance
Cash and cash equivalent as at March 31, 2015 was Rs.58.46 lacs. The
Company continues to focus on judicious management of its working
capital. Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
Deposits
The Company has not accepted deposits covered under Chapter V of the
Companies Act, 2013 and accordingly, the disclosure requirements
stipulated under the said Chapter are not applicable.
Particulars of Loans, Guarantees and Investments
The Company has not provided any Loan, Guarantee and Investments
covered under the provisions of Section 186 of the Companies Act, 2013
to any body corporate during the year ended 31st March, 2015.
Analysis
The Management Discussion and Analysis Report presented in a separate
section forms part of the Board*s Report.
Corporate Social Responsibility (CSR) Initiatives
Due to loss incurred by the Company in the previous year the Company
did not contribute any amount pursuant to the provisions of Section 135
of the Companies Act, 2013, the Companies (Corporate Social
Responsibility) Rules, 2014 and the various notifications/circulars
issued by the Ministry of Corporate Affairs. Additional disclosures as
required under the aforesaid provisions are given in Annexure-1.
Business Risk Management
The Company, like any other enterprise, is exposed to business risk
which can be internal risks as well as external risks. One of the key
risks faced by the Company in today*s scenario is the wide and frequent
fluctuations in interest, currency and inflation rate and national and
international political uncertainty.
The Company operates in the highly competitive market with competitors
who may have better ability to spend more aggressively on research and
development and technology and more flexibility to respond to changing
business and economic conditions.
Any unexpected changes in regulatory framework pertaining to fiscal
benefits and other related issues can affect our operations and
profitability.
However the Company is well aware of the above risks and as part of
business strategy has put in mechanism to ensure that they are
mitigated with timely action.
The Company has a robust Business Risk Management (BRM) framework to
identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company*s competitive advantage. The details
of the Risk Management Policy are available on the Company*s website
www.dolatinvest.com . In the opinion of the Board of Directors, none of
the aforementioned risks affect and/or threaten the existence of the
Company.
Policies:
Material subsidiary
During the year ended March 31, 2015, the Company does not have any
material listed/unlisted subsidiary companies as defined in Clause 49
of the Listing Agreement.
Vigil Mechanism
The Board of Directors of Dolat Investments Limited are committed to
maintain the highest standard of honesty, openness and accountability
and recognize that employees have important role to play in achieving
the goal. As a public company, the integrity of the financial matters
of the Company and the accuracy of financial information is paramount.
The stakeholders of the Company and the financial markets rely on this
information to make decisions. For these reasons, the Company must
maintain workplace where it can retain and treat all complaints
concerning questionable accounting practices, internal accounting
controls or auditing matters or concerning the reporting of fraudulent
financial information to our shareholders, the Government or the
financial markets.
The employees should be able to raise these matters free of any
discrimination, retaliation or harassment. Pursuant to the policy,
employees are encouraged to report questionable accounting practices to
Mr. Sunil P. Shah, Chairman of Audit Committee through email or by
correspondence through post. Further details are available on the
company*s website www.dolatinvest.com.
Related Party Transaction
Policy on dealing with Related Party Transactions as approved by the
Board is uploaded on the Company*s website www.dolatinvest.com.
Corporate Social Responsibility
Contents of Corporate Social Responsibility Policy in the Board*s
report are given in the Report on CSR activities in Annexure 1 and on
the Company*s website www.dolatinvest.com.
Subsidiary Companies
During the year under review, no company is ceased to be a
subsidiary/associate/joint venture of the Company. As on March 31,
2015, the Company did not have any subsidiary.
Hence, the provisions relating to consolidated financial statement as
stated in Section 129 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, is not applicable to the Company.
Board of Directors
Appointments
Pursuant to the provisions of Sections 149 and 161 of the Companies Act,
2013, as recommended by Nomination and Remuneration Committee, the Board
of Directors had appointed Ms. Harsha H. Shah (Non-Independent, Non-
Executive Director) as an Additional Director of the Company, a woman
director, with effect from September 25, 2014 . In accordance with the
provisions of the aforesaid section, Ms. Harsha H. Shah holds office
up-to the date of the 34th Annual General Meeting of the Company.
Appropriate resolutions seeking the consent of the Members of the
Company for appointment of Ms. Harsha H. Shah as Director liable to
retire by rotation forms part of the Notice convening the 34th Annual
General Meeting. Ms. Harsha H. Shah is one of the promoters of the
Company.
Independent Directors
At the 33rd Annual General Meeting of the Company held on September 18,
2014, the Members of the Company had appointed Mr. Sunil P. Shah and
Mr. Shashikant H. Gosalia as Independent Directors of the Company, for
a period of 5 years with effect from September 18, 2014. All
Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
Cessation
Mr. Harendra D. Shah, Non Independent Non Executive Director resigned
from the Board of Directors of the Company with effect from September
25, 2014.
The Board of Directors wish to place on record their appreciation for
the services rendered by Mr. Harendra D. Shah during his Directorship
on the Board.
Retirement by Rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. Rajendra D. Shah (DIN 00005013), Managing Director retires by
rotation and being eligible offers himself for reappointment.
Meetings of the Board
During the year, the Board of Directors met 5 times, details of which
are provided in Table 3 of the Corporate Governance report.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit and Nomination &
Remuneration Committees. The details of the policy on evaluation of
Board*s performance is available on the Company*s website
www.dolatinvest.com.
Familiarization programme for Independent Directors
Pursuant to the provisions of Clause 49 of the Listing Agreement, the
Company has formulated a programme for familiarising the Independent
Directors with the company, their roles, rights, responsibilities in
the company, nature of the industry in which the company operates,
business model of the company etc. through various initiatives. The
details of the aforementioned programme is available on the company*s
website www.doaltinvest. com.
Board Committees
A. Corporate Social Responsibility Committee
The CSR Committee comprises
1. Mr. Sunil P. Shah, Chairman of the Committee & Independent Director
2. Mr. Shashikant H. Gosalia, Independent Director
3. Mr. Rajendra D. Shah, Managing Director
B. Audit Committee
The Audit Committee comprises Independent Directors and Non Executive
Directors
1. Mr. Sunil P. Shah, Chairman of the Committee
2. Mr. Shashikant H. Gosalia
3. Ms. Harsha H. Shah
All the recommendations made by the Audit Committee were accepted by
the Board.
C. Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises Independent
Directors and Non executive Directors.
1. Mr. Sunil P. Shah, Chairman of the Committee
2. Mr. Shashikant H. Gosalia
3. Ms. Harsha H. Shah
Key Managerial Personnel
Mr. Vaibhav P. Shah, Chief Financial Officer of the Company was
appointed as Key Managerial Personnel in accordance with the Section
203 of the Companies Act, 2013 during the financial year 2014-15.
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c)of the Companies Act,
2013:
a. that in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b. that such accounting policies as mentioned in Note-2 of the Notes
to the Financial Statements have been selected and applied consistently
and judgment and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2015 and of the profit of the Company for
the year ended on that date;
c. that 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;
d. that the annual financial statements have been prepared on a going
concern basis;
e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
Related Party Transactions
All related party transactions that were entered into during the
financial year were on an arm*s length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large. All
Related Party Transactions are placed before the Audit Committee as
also the Board for approval.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company*s website. None of the Directors has any
pecuniary relationships or transactions vis-a-vis the Company. The
details of the transactions entered into between the Company and the
related parties at an arms length basis is given in AOC-2 as Annexure
4.
Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to financial statements. Periodic audits are undertaken on a
continuous basis covering all the operations i.e., investments,
finance, etc. Reports of internal audits are reviewed by management
from time to time and desired actions are initiated to strengthen the
control and effectiveness of the system.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the
Company and its future operations.
Auditors and Auditors' Report
Statutory auditors
At the Annual General Meeting held on September 18, 2014, M/s.
Sundarlal Desai & Kanodia, Chartered Accountants, were appointed as
statutory auditors of the Company to hold office till the conclusion of
the Annual General Meeting to be held in the calendar year 2017. In
terms of the first proviso to Section 139 of the Companies Act, 2013,
the appointment of the auditors shall be placed for ratification at
every Annual General Meeting. Accordingly, the appointment of M/s.
Sundarlal Desai & Kanodia, Chartered Accountants, as statutory auditors
of the Company, is placed for ratification by the shareholders. In this
regard, the Company has received a certificate from the auditors to the
effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed Mr. Dinesh Kumar Deora, Company
Secretaries in Practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed herewith as Annexure
2.
The observations and comments given in the report of the Auditors read
together with notes to accounts are self explanatory and hence do not
call for any further explanation or comments under Section 134(f)(i) of
the Companies Act, 2013.
Corporate Governance
Your Company continue to imbibe and emulate the best corporate
governance practices aimed at building trust among all stakeholders -
shareholders, employees, customers, suppliers and others. Your Company
believes that fairness, transparency, responsibility and accountability
are the four key elements of corporate governance. The Corporate
Governance Report presented in a separate section forms an integral
part of this Annual Report.
Consolidated Financial Statements
Since the Company does not have any subsidiary or associate company,
the provisions of Section 129 of the Companies Act, 2013 and the
Companies (Accounts) Rules, 2014, covering the consolidated financial
statement is not applicable to the Company.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 is annexed herewith as Annexure 3.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as Annexure 5.
Disclosure Under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act 2013. An Internal committee
has been set up to redress the complaints received regarding sexual
harassment at workplace. All employees including trainees are covered
under this policy
The following is the summary of sexual harassment complaints received
and disposed off during the current financial year.
1. Number of Complaints received : Nil
2. Number of Complaints disposed off : Nil
Disclosures pursuant to The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
set out in Annexure 6 and forms part of the Board*s Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, in
respect of employees of the Company are set out in the Annexure 7 and
forms part of the Board*s Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The details pertaining to
criteria for determining qualifications, positive attributes and
independence of a Director and remuneration policy have been provided
in Section of the attached Corporate Governance Report. The details of
the remuneration policy of the Company is available on the Company*s
website www.dolatinvest.com.
Acknowledgements
Relations with employees of the Company have been cordial.
The Directors express their appreciation for the sincere co-operation
and assistance of Central and State Government authorities, bankers,
customers, suppliers and business associates. Your Directors also wish
to place on record their deep sense of appreciation for the committed
services by your Company*s employees. Your
Directors acknowledge with gratitude the encouragement and support
extended by our valued shareholders.
For and on behalf of the Board of Directors
RAJENDRA D SHAH HARSHA H SHAH
Managing Director Director
(DIN 00005013) (DIN 00012623)
Mumbai, May 29, 2015
Mar 31, 2014
The Members,
The Directors have pleasure in presenting the 33rd Annual Report
together with the Audited Statements of Accounts for the year ended
31st March 2014.
FINANCIAL RESULTS
2013-2014 2012-2013
Particulars Rs.in lacs Rsin lacs
Total Revenue 18292.29 21673.10
Less: Expenditure 22590.58 20507.82
Profit Before Tax and Depreciation/Amortization (4298.29) 1165.28
Less: Depreciation /Amortization 1.34 1.69
Profit Before Tax
Less: Total Tax Expenses (1400.09) 372.47
Profit After Tax (2899.54) 791.12
DIVIDEND
Due to loss incurred by the Company the Board of Directors do not
recommend Dividend for the year. INVESTMENTS
The Management regularly reviews the Company''s Portfolio of
investment and the securities and commodities are bought and sold in
physical/demat form in order to make gains.
REVIEW OF OPERATIONS
Your Company earned gross revenue of Rs. 18,292.29 lacs, during the
year under review as against Rs.21,673.10 lacs reported in the previous
year. The company incurred Loss before tax of Rs.4299.63 lacs as
against profit before tax of Rs.1163.59 lacs earned in the previous
year. After making necessary adjustment for tax, the net loss of your
company is Rs.2,899.54 lacs as against net profit after tax of
Rs.791.12 lacs in the previous year. The basic earning per share is
Rs.-1.65. Previous year Rs.0.45. The Company incurred loss in
Commodities trade carried out on National Spot Exchange Limited. The
Company through its broker filed case with Economic Offense Wing of the
Mumbai Police. The Directors hope the Company will recover the money.
Human Resource Development
The Company has a team of able and experienced industry professionals.
There is in place a well-defined in - house training program for its
employees.
Fixed Deposits
During the year Company has not accepted any fixed deposits from the
public.
Directors
In accordance with the Articles of Association of the Company, Mr.
Harendra D. Shah, Director of the Company, retires by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself
for re-appointment.
Mr. Sunil P. Shah and Mr. Shashikant H. Gosalia, be re-appointed as
Independent Directors of the Company for a consecutive five years from
the ensuing annual general meeting and they are not liable to retire by
rotation, in compliance of section 149 of the Companies Act, 2013.
Statutory Auditors:
M/s. Sundarlal, Desai & Kanodia, Mumbai, the Statutory Auditors of your
Company retire at the ensuing Annual General Meeting and offer
themselves for re-appointment. In accordance with Section 139 of the
Companies Act, 2013 (''the Act'') read with the Rules made thereunder,
M/s. Sundarlal, Desai & Kanodia, Mumbai, can be appointed as the
Statutory Auditors of the Company. They have confirmed that their
appointment, if made, shall be in accordance with the provisions of
Section 139(1) of the Act read with Companies (Audit and Auditors)
Rules, 2014 and that they satisfy the criteria given under Section 141
of the Act. They have also confirmed that they hold a valid peer review
certificate as prescribed under Clause 41(1)(h) of the Listing
Agreement. Members are requested to consider their appointment. The
Audit committee and Board of Directors have recommended the appointment
of M/s. Sundarlal, Desai & Kanodia, Chartered Accountants as the
Statutory Auditors of your Company.
Auditors Report
The Auditors Report to the Shareholders does not contain any
reservation, qualification or adverse remark, except under heading
''Emphasis of Matter'' without qualifying the report drawn attention
to: ''the company has unsettled exposure for various commodities trade
through NSEL/broker. As no physical stock is received from/through NSEL
by the Company, the cost/amount paid by company is written off as
business loss while determining stock in trade as on 31.03.2014. Amount
received by the company towards disputed transaction on platform of
NSEL is offered as income and shown under income from operation. The
detailed note on subject is given at note no 26 of Notes to Financial
Statements for the year ended 31st March, 2014.
As explained in the Audit Report, the explanations given in note no. 26
of Notes to Financial Statement is self explanatory.
Directors Responsibility Statement
Pursuant to the requirement under section 217(2AA) of the Companies
(Amendment) Act 2000 the Directors confirm that:
a) In the preparation of Annual Accounts for the financial year ended
31st March, 2014 the applicable accounting standards had been followed
along with proper explanation relating to material departures;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31st March, 2014 and Profit of the company for the
year ended on that date;
c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting frauds and other irregularities;
d) The Annual Accounts have been prepared on a going concern basis.
Particulars of Employees
None of the employees of your Company is drawing remuneration exceeding
limits laid down under the provisions of Section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rules, 1975.
Particulars under Section 217(1)(e) of the Companies Act, 1956
The relevant information pursuant to Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 are not applicable to
the Company as the Company is carrying on business of Investment and
trading in shares and commodities.
Foreign Exchange Earnings & Outgo
Foreign Exchange earning: Rs. NIL (Previous year Rs. NIL)
Foreign Exchange expenditure: Rs. NIL (Previous year Rs. NIL)
Corporate Governance
A report on corporate governance pursuant to clause 49 of the listing
agreement is given in Annexure ''A''. Compliance Certificate
A Certificate from the Auditors of the Company regarding Compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
Dematerialization
The Shares of the Company are traded compulsorily in demat form and are
available for trading under both the Depository systems in India i.e.
NSDL (National Securities Depository Limited) and CDSL (Central
Depository Services (India) Limited)
Under the Depository system, the International Securities
Identification Number (ISIN) allotted to the Company''s Equity Shares is
INE 966A01022
Acknowledgement
Your Directors place on record their appreciation of contribution made
by employees at all levels, other business associates and for efficient
services rendered by them.
For and on behalf of the Board
HARENDRA D. SHAH
(CHAIRMAN)
Place: Mumbai
Date: 29th May, 2014
Registered Office:
203, City Center,
186, Pursawalkam High Road,
Keleeys, Chennai 600010.
Mar 31, 2013
The Members,
The Directors have pleasure in presenting the 32nd Annual Report
together with the Audited Statements of Accounts for the year ended
31st March 2013
FINANCIAL RESULTS
2012-2013 2011-2012
Particulars
Rs. in lacs Rs. in lacs
Total Revenue 21673.10 21803.51
Less: Expenditure 20507.82 21684.93
Profit Before Tax and Depreciation/
Amortization 1165.28 118.58
Less: Depreciation /Amortization 1.69 2.33
Profit Before Tax 1163.59 116.25
Less: Total Tax Expenses 372.47 21.68
Profit After Tax 791.12 94.57
DIVIDEND
To enable the Company to augment and conserve money for expansion of
business, the Board of Directors do not recommend Dividend this year.
INVESTMENTS
The Management regularly reviews the Company''s Portfolio of investment
and the securities and commodities are bought and sold in
physical/demat form in order to make gains.
REVIEW OF OPERATIONS
Your Company earned gross revenue of Rs. 21673.10 lacs, during the year
under review as against Rs.21,803.51 lacs reported in the previous
year. The Profit before tax Rs. 1163.59 lacs as against Rs.116.25 lacs
in the previous year. After providing for tax, the net profit of your
company is Rs.791.12 lacs as against Rs.94.57 lacs in the previous
year. The basic earning per share is Rs.0.45 (previous year Rs.0.05).
FIXED DEPOSITS
During the year Company has not accepted any fixed deposits from the
public.
DIRECTORS
During the current year the Directors appointed Mr. Rajendra D. Shah,
as Managing Director of the Company, subject to approval of the
shareholders, with effect from 1st June 2013, for a term of 5 years.
The term of office Mr. Harendra D. Shah, as Managing Director, will be
completed on 31st May, 2013 and due to other commitment, Mr. Harendra
D. Shah, expressed not to be re- appointed as Managing Director of the
Company. However, Mr. Harendra D. Shah shall continue to remain a Non
Executive Director of the Company.
The Directors placed on record the valuable service rendered by Mr.
Harendra D. Shah, during his tenure as Managing Director of the
Company.
In accordance with the Articles of Association of the Company, Mr.
Sunil P. Shah, Director of the Company, retires by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself
for re-appointment.
AUDITORS
The Company''s Auditors M/s Sundarlal, Desai & Kanodia, Chartered
Accountants, Mumbai, retire at the conclusion of the ensuing Annual
General Meeting of the Company and, being eligible offer themselves for
re-appointment. The company received letter from them to the effect
that their re-appointment, if made, would be within the prescribed
limits under Section 224 (1B) of the Companies Act, 1956 and that they
are not disqualified for such re-appointment within the meaning of
Section 226 of the said Act.
AUDITORS'' REPORT
The Auditors Report to the Shareholders does not contain any
reservation, qualification or adverse remark.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
(Amendment) Act 2000 the Directors confirm that:
a) In the preparation of Annual Accounts for the financial year ended
31st March, 2013 the applicable accounting standards had been followed
along with proper explanation relating to material departures;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31st March, 2013 and Profit of the company for the
year ended on that date;
c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting frauds and other irregularities;
d) The Annual Accounts have been prepared on a going concern basis.
PARTICULARS OF EMPLOYEES
None of the employees of your Company is drawing remuneration exceeding
limits laid down under the provisions of Section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rules, 1975.
PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956
The relevant information pursuant to Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 are not applicable to
the Company as the Company is carrying on business of Investment and
trading in shares and commodities.
FOREIGN EXCHANGE EARNINGS & OUTGO
Foreign Exchange earning: Rs. NIL (Previous year Rs. NIL) Foreign
Exchange expenditure: Rs. NIL (Previous year Rs. NIL)
CORPORATE GOVERNANCE
A report on corporate governance pursuant to Clause 49 of the listing
agreement is given in Annexure ''A''.
COMPLIANCE CERTIFICATE
A Certificate from the Auditors of the Company regarding Compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
DEMATERIALISATION
The Shares of the Company are traded compulsorily in demat form and are
available for trading under both the Depository systems in India i.e.
NSDL (National Securities Depository Limited) and CDSL (Central
Depository Services (India) Limited)
Under the Depository system, the International Securities
Identification Number (ISIN) allotted to the Company''s Equity Shares is
INE 966A01022
ACKNOWLEDGEMENT
Your Directors place on record their appreciation of contribution made
by employees at all levels, other business associates and for efficient
services rendered by them.
CAUTIONARY STATEMENT
The statements in this report including Management''s Discussion and
Analysis report reflects Company''s projections, estimates, expectations
or predictions and contain forward looking statements that involve
risks and uncertainty. The Company and the Management shall not be held
liable for any loss, which may arise as a result of any action taken on
the basis of the information contained herein. Readers are cautioned
not to place undue reliance on these forward looking statements that
speak only of the expectations as on the date.
For and on behalf of the Board
Harendra D. Shah
(Chairman & Managing Director)
Place: Mumbai
Date: 24th May, 2013
Registered Office:
203, City Center,
186, Purswakkam High Road,
Keleeys, Chennai 600010.
Mar 31, 2012
The Directors have pleasure in presenting the 31st Annual Report
together with the Audited Statements of Accounts for the year ended 31st
March 2012.
FINANCIAL RESULTS
2011-2012 2010-2011
Particulars Rs. in lacs Rs. in lacs
Total Revenue 21664.85 4029.78
Less: Expenditure 21546.27 3670.05
Profit Before Tax and Depreciation/
Amortization 118.58 359.73
Less: Depreciation/Amortization 2.33 3.15
2011-2012 2010-2011
Particulars Rs. in lacs Rs. in lacs
Profit Before Tax 116.25 356.58
Less: Total Tax Expenses 21.68 183.16
Profit After Tax 94.57 173.42
DIVIDEND
To enable the Company to augment and conserve money for working capital
requirement, the Board of Directors do not recommend Dividend this year.
INVESTMENTS
The Management regularly reviews the Company's Portfolio of
investment and the securities and commodities are bought and sold in
physical/demat form in order to make gains.
REVIEW OF OPERATIONS
Your Company earned gross revenue of Rs.21,664.85 lacs, during the year
under review as against Rs.4029.78 lacs reported in the previous year.
The Profit before tax Rs. 116.25 lacs as against Rs.356.58 lacs in the
previous year. After providing for tax, the net profit of your company
is Rs.94.57 lacs as against Rs.173.42 lacs in the previous year. The
basic earning per share is Rs.0.05.
CHANGE OF OBJECT CLAUSE:
During the year under review the Object Clause of the Memorandum of
Association of the Company has been changed to cover the business of
Stock Broking in recognized stock exchange/s in India.
FIXED DEPOSITS
During the year Company has not accepted any fixed deposits from the
public.
DIRECTORS
In accordance with the Articles of Association of the Company, Shri.
Shashikant H. Gosalia, Director of the Company, retires by rotation at
the forthcoming Annual General Meeting and being eligible, offers
himself for re-appointment.
AUDITORS
The Company's Auditors M/s Sundarlal, Desai & Kanodia, Chartered
Accountants, Mumbai, retire at the conclusion of the ensuing Annual
General Meeting of the Company and, being eligible offer themselves for
re-appointment. The company received letter from them to the effect
that their re-appointment, if made, would be within the prescribed
limits under Section 224 (IB) of the Companies Act, 1956 and that they
are not disqualified for such re-appointment within the meaning of
Section 226 of the said Act.
AUDITORS' REPORT
The Auditors Report to the Shareholders does not contain any
reservation, qualification or adverse remark.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
(Amendment) Act 2000 the Directors confirm that:
a) In the preparation of Annual Accounts for the financial year ended
31st March, 2012 the applicable accounting standards had been followed
along with proper explanation relating to material departures;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31st March, 2012 and Profit of the company for the
year ended on that date;
c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting frauds and other irregularities;
d) The Annual Accounts have been prepared on a going concern basis.
PARTICULARS OF EMPLOYEES
None of the employees of your Company is drawing remuneration exceeding
limits laid down under the provisions of Section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rules, 1975.
PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956
The relevant information pursuant to Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 are not applicable to
the Company as the Company is carrying on business of Investment and
trading in shares and commodities.
CORPORATE GOVERNANCE
A report on corporate governance pursuant to Clause 49 of the listing
agreement is given in Annexure AÃ.
COMPLIANCE CERTIFICATE
A Certificate from the Auditors of the Company regarding Compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
DEMATERIALISATION
The Shares of the Company are traded compulsorily in demat form and are
available for trading under both the Depository systems in India i.e.
NSDL (National Securities Depository Limited) and CDSL (Central
Depository Services (India) Limited)
Under the Depository system, the International Securities
Identification Number (ISIN) allotted to the Company's Equity Shares
is INE 966A01022
ACKNOWLEDGEMENT
Your Directors place on record their appreciation of contribution made
by employees at all levels, and other business associates for efficient
services rendered by them.
CAUTIONARY STATEMENT
The statements in this report including Management's Discussion and
Analysis report reflects Company's projections, estimates,
expectations or predictions and contain forward looking statements that
involve risks and uncertainty. The Company and the Management shall not
be held liable for any loss, which may arise as a result of any action
taken on the basis of the information contained herein. Readers are
cautioned not to place undue reliance on these forward looking
statements that speak only of the expectations as on the date.
For and on behalf of the Board
Harendra D. Shah
(Chairman & Managing Director)
Place: Mumbai
Date:30th July, 2012
Registered Office:
203, City Center,
186, Purasawalkam High Road,
Keleeys, Chennai 600010.
Mar 31, 2011
The Members,
The Directors have pleasure in presenting the 30th Annual Report
together with the Audited Statements of Accounts for the year ended
31st March 2011.
FINANCIAL RESULTS
Particulars 2010-2011 2009-2010
(Rs. in Lakhs) (Rs.in Lakhs)
Total Income 4029.78 2360.71
Profit / (Loss) before
depreciation & interest 372.00 947.08
Add/Less: Depreciation 3.15 4.30
Interest 12.13 15.28 0.75 5.05
Profit / (Loss) before tax 356.72 942.03
Less: Provision for tax
Current Tax 120.00 265.00
Tax Adjustment of earlier years 63.27 20.64
Deferred Tax (0.11) (0.41)
Profit after tax 173.56 656.80
Less: Prior period Item 0.14 0.34
Profit for the year 173.42 656.46
Balance brought from last year 5322.70 4818.85
Profit available for appropriation 5496.12 5475.31
Less: Appropriations:
Proposed Dividend - 88.00
Dividend Distribution Tax - 14.61
General Reserve 10.00 50.00
Balance carried forward 5486.12 5322.70
DIVIDEND
To enable the Company to augment and conserve money for working capital
requirement, the Board of Directors do not recommend Dividend this
year.
INVESTMENTS
The Management regularly reviews the Company's Portfolio of investment
and the securities and commodities are bought and sold in
physical/demat form in order to make gains.
REVIEW OF OPERATIONS
The year under review has been volatile for Stock and Commodities
Market all over the World. India faced additional problems in the form
of raising inflation, interest rates, and oil price.
In the Month of March, 2011, consequent to approval of the
shareholders, the company commenced business of trading in commodities
through Commodities Exchanges, in cash and derivative segments. The
directors' expertise in this field will help the Company to generate
business with higher margin in coming years. During the year the
Company earned total income of Rs.4029.78 Lakhs for the year under
review as compared to Rs. 2360.71 Lakhs achieved in the previous
year. The Company has earned net profit after tax of Rs. 173.56 Lakhs
as compared to a net profit after tax of Rs.656.80 Lakhs earned in the
previous year. Company has transferred Rs.10.00 Lakhs (previous year
Rs.50.00 Lakhs) to General Reserve. Due to tough competition in the
business model, in which the Company operates, the margin declined
substantially in comparison with previous year.
In current year the company decided to apply for membership of Bombay
Stock Exchange Limited, as a stock broker, subject to approval of
shareholders. The directors at their meeting held on 30th June, 2011,
decided to amend the object clause to include the stock broking
business. Hence, the notice of postal ballot has been issued to the
Shareholders and the result of the postal ballot will be declared on
8th August, 2011. Taking into consideration the Directors expertise in
the field of business of Stock Broking the company will benefit in
earning better profit margin.
CHANGE OF OBJECT CLAUSE:
During the year under review the Object Clause of the Memorandum of
Association of the Company has been changed to cover the business of
trading in commodities in cash and derivatives segment, through the
commodities/spot exchanges.
In current year company issued notice of postal ballot to amend the
object clause to include the business of stock broking. The postal
ballots results will be declared on 8th August, 2011.
FIXED DEPOSITS
During the year Company has not accepted any fixed deposits from the
public.
DIRECTORS
In accordance with the Articles of Association of the Company, Mr.
Rajendra D. Shah, Director of the Company, retires by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself
for re-appointment.
AUDITORS
The Company's Auditors M/s Sundarlal, Desai & Kanodia, Chartered
Accountants, Mumbai, retire at the conclusion of the ensuing Annual
General Meeting of the Company and being eligible offer themselves for
re-appointment. The company received letter from them to the effect
that their re-appointment, if made, would be within the prescribed
limits under Section 224 (1B) of the Companies Act, 1956 and that they
are not disqualified for such re-appointment within the meaning of
Section 226 of the said Act.
AUDITORS' REPORT
The Auditors' Report is clean and there are no qualification in their
Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
(Amendment) Act 2000 the Directors confirm that:
a) In the preparation of Annual Accounts for the financial year ended
31st March, 2011 the applicable accounting standards had been followed
along with proper explanation relating to material departures;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31st March, 2011 and Profit of the company for the
year ended on that date;
c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting frauds and other irregularities;
d) The Annual Accounts have been prepared on a going concern basis.
PARTICULARS OF EMPLOYEES
None of the employees of your Company is drawing remuneration exceeding
limits laid down under the provisions of Section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rules, 1975.
PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956
The relevant information pursuant to Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 are not applicable to
the Company as the Company is carrying on business of Investment and
trading in shares and commodities.
CORPORATE GOVERNANCE
A report on corporate governance pursuant to clause 49 of the listing
agreement is given in Annexure ÃA'.
COMPLIANCE CERTIFICATE
A Certificate from the Auditors of the Company regarding Compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
DEMATERIALISATION
The Shares of the Company are traded compulsorily in demat form and are
available for trading under both the Depository systems in India i.e.
NSDL (National Securities Depository Limited) and CDSL (Central
Depository Services (India) Limited)
Under the Depository system, the International Securities
Identification Number (ISIN) allotted to the Company's Equity Shares is
INE 966A01022
ACKNOWLEDGEMENT
Your Directors place on record their appreciation of contribution made
by employees at all levels, other business associates and for efficient
services rendered by them.
For and on behalf of the Board
Harendra D. Shah
(Chairman & Managing Director)
Place : Mumbai
Date : 1st August, 2011
Registered Office:
203, City Center,
186, Purasawalkam High Road,
Keleeys, Chennai 600010.
Mar 31, 2010
The Directors have pleasure in presenting the 29th Annual Report
together with the Audited Statements of Accounts for the year ended 31
st March 2010.
FINANCIAL RESULTS
Financial Financial
Particulars 2009-2010 2008-2009
Rs. in lacs Rs. in lacs
Income from Operations 1915.02 3470.26
Profit/(Loss) before deprec
iation & interest 947.08 2047.49
Add/Less: Depreciation 4.30 2.12
Interest 0.75 5.05 0.11 2.23
Profit / (Loss) before tax 942.03 2045.26
Less: Provision for tax
Current Tax 265.00 620.00
Deferred Tax (0.41) 0.49
Fringe Benefit Tax - 1.05
Profit after tax 677.46 1423.72
Add: Excess/(Short) provisions
of earlier years IT (20.65) 57.86
Less: Prior period Item (0.34) -
Add: MAT Credit of Earlier Year - 7.66
656.46 1489.23
Balance brought from last year 4818.85 3735.53
Profit available for appropriation 5475.32 5224.76
Less:
Appropriations:
Proposed Dividend 88.00 176.00
Dividend Distribution Tax 14.62 29.91
General Reserve 50.00 200.00
Balance carried forward 5322.70 4818.85
DIVIDEND
The Directors are pleased to recommend for approval of the Members a
dividend of Rs.0.05 (5%) per share on 17,60,00,000 equity shares of Re.
1/- each of the Company for the financial year 2009-10. The dividend on
the equity shares, if declared as above, would involve an outflow of
Rs.88,00,000/- towards dividend and Rs.14,61,570/-towards dividend tax,
resulting in a total outflow of Rs.1,02,61,570/-.
INVESTMENTS
The Management regularly reviews the Companys Portfolio of investment
and the securities are bought and sold in orderto make gains.
REVIEW OF OPERATIONS
The year under review witnessed a strong revival of real economy and
financial markets across the globe, more particularly in India. The
Indian economy saw a marked increase in industrial production and
trade, which coupled with higher global liquidity and increased Fll
inflows lead to a sharp recovery in the financial markets.
During the year the Company earned operational income of Rs. 1915.02
Lakhs for the year under review as compared to profit of Rs. 3470.26
Lakhs earned in the previous year 2008-09, a decline of 44.82%. The
Company has earned net profit after tax of Rs. 677.45 Lakhs as compared
to a net profit after tax of Rs.1423.72 Lakhs earned In the previous
year 2008-09, a decline of 52.42%. Company has transferred Rs.50.00
Lakhs to General Reserve. Due to tough competition in the business
model, in which the Company operates, the gross revenue and margin
declined substantially in comparison with previous year.
FIXED DEPOSITS
During the year Company has not accepted any fixed deposits from the
public.
DIRECTORS
In accordance with the Articles of Association of the Company, Mr.
Sunii P. Shah, Director of the Company, retires by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself
for re-appointment.
AUDITORS
The Companys Auditors M/s Sundarial, Desai & Kanodia, Chartered
Accountants, Mumbai, retire at the conclusion of the ensuing Annual
General Meeting of the Company and, being eligible offer themselves for
re-appointment. The company received letter from them to the effect
that their re-appointment, if made, would be within the prescribed
limits under Section 224 (16) of the Companies Act, 1956 and that they
are not disqualified for such re-appointment within the meaning of
Section 226 of the said Act.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
(Amendment) Act 2000 the Directors confirm that:
a) In the preparation of Annual Accounts for the financial year ended
31st March, 2010 the applicable accounting standards had been followed
along with proper explanation relating to material departures;
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at 31 st March, 2010 and Profit of the company for the
year ended on that date;
c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting frauds and other irregularities;
d) The Annual Accounts have been prepared on a going concern basis.
PARTICULARS OF EMPLOYEES
None of the employees of your Company is drawing remuneration exceeding
limits laid down under the provisions of Section 217 (2A) of the
Companies Act, 1956 read with the Companies (particulars of employees)
Rules, 1975.
PARTICULARS UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956
The relevant information pursuant to Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 are not applicable to
the Company as the Company is carrying on Investment and share trading
Business.
CORPORATE GOVERNANCE
A report on corporate governance pursuant to clause 49 of the listing
agreement is given in Annexure A.
COMPLIANCE CERTIFICATE
A Certificate from the Auditors of the Company regarding Compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this report.
DEMATERIALISATION
The Shares of the Company are traded compulsorily in demat form and are
available for trading under both the Depository systems in India i.e.
NSDL (National Securities Depository Limited) and CDSL (Central
Depository Services (India) Limited)
Under the Depository system, the International Securities
Identification Number (ISIN) allotted to the Companys Equity Shares is
INE 966A01022
ACKNOWLEDGEMENT
Your Directors place on record their appreciation of contribution made
by employees at all levels, other business associates and for efficient
services rendered by them.
For and on behalf of the Board
Harendra D. Shah
(Chairman & Managing Director)
Place: Mumbai
Date: 3rd August, 2010
Registered Office:
203, City Center,
186, Purasawalkam High Road,
Keleeys, Chennai 600010.