Home  »  Company  »  Dolat Algotech  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Dolat Algotech Ltd.

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.

1. FINANCIAL RESULTS:

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

2. COMPANY PERFORMANCE:

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.

3. DIVIDEND:

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 (“SEBI Listing Regulations”) is available on the Company’s website at https://dolatalgotech.in/investor-relations

4. SHARE CAPITAL:

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.

5. TRANSFER TO RESERVES:

The closing balance of the retained earnings of the Company for FY 2023, after all appropriation and adjustments was ''6,107.46 Million.

6. DEPOSITS:

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 arm’s 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 Company’s 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 Company’s 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 “Listing Regulations”) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2022-23, together with the Auditors’ 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 shareholders’ 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.

14. 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 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 Company’s 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 Company’s website at (https://dolatalgotech.in/investor-relations)

16. RISK MANAGEMENT POLICY:

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 Company’s 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 company’s 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.

22. STATUTORY AUDITORS:

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 Auditors’ 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.

27. EXTRACT OF ANNUAL RETURN

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 Company’s website on https://dolatalgotech.in/investor-relations

28. PARTICULARS OF EMPLOYEES

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 company’s 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.

32. DISCLOSURES

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.

33. 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 Company’s 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 Company’s financial performance for the year under review along with previous year’s 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 arm’s 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 (“SEBI 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.

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 Company’s 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 Company’s 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.

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 Company’s 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 Company’s 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 company’s 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 (“the Act”), 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 auditors’ report and secretarial auditors’ 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 company’s 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 Auditors’ 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 Company’s 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 Company’s financial performance for the year under review along with previous year’s 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 (“Listing Regulations”).

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 Company’s 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.

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 Company’s 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 Company’s 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 company’s 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 auditors’ report and secretarial auditors’ 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 arm’s 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 Company’s 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 company’s 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 auditors’ 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 Company’s 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 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, 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 ‘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.

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.

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X