TO THE SHAREHOLDERS
The Board of Directors have pleasure to submit the report and audited Balance SheetStatement of profit and Loss of the company and cash flow statement for the year ended 31stMarch 2015.
FINANCIAL RESULTS FOR THE YEAR IS AS UNDER:
(Figures In Rs)
|Particulars ||Year ended 31.03.2015 ||Year ended 31.03.2014 |
|Profit before Tax ||3710254 ||1592725 |
|Tax Expense: || || |
|(1) Current Tax ||475000 ||300000 |
|(2) Earlier Years ||24088 ||(723) |
|Profit for the period ||3211166 ||1293448 |
|Earning per Equity Share: || || |
|(1) Basic ||0.64 ||0.26 |
|(2) Diluted ||0.64 ||0.26 |
During the year under review the Company has earned higher profit before tax comparedto the previous year due to various cost reduction and efficiency improvement measurestaken during the year. Increasing competition and structural regulatory changes in recentyears had already made business conditions quite challenging. In this scenario yourcompany has performed satisfactorily and is committed to do well in coming years.
The depository operation of the company continues to run smoothly.
The company has decided to plough back its profits for future development. Hence theDirectors do not recommend any dividend for the year under review. .
The Board does not propose any amount to be carried to reserves.
CHANGE IN NATURE OF BUSINESS:
No Change in the nature of the business of the Company done during the year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Clause 49 of the Listing Agreement with Stock Exchanges theManagement Discussion and Analysis Report is enclosed as a part of this report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down inClause 49 of the Listing Agreement. A report of Corporate Governance is included as a partof this Annual Report. Certificate from the Statutory Auditors of the company M/s Bahety& Goenka Chartered Accountant confirming the compliance with the conditions ofCorporate Governance as stipulated under Clause 49 of the Listing Agreement is included asa part of this report
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 toBSE and CSE where the Companys Shares are listed.
DEMATERIALISATION OF SHARES:
84.50 % of the companys paid up equity share Capital is in dematerialized form ason 31st March 2015 and balance
15.50 % is in physical form. The Companys Registrar and Share Transfer Agent isM/s Maheshwari Datamatics Private Ltd. having their registered office at 6 Mango LaneKolkata-700001.
Number of Board Meetings
The Board of Director duly met 6 times during the financial year from 1stApril 2014 to 31st March 2015 The dates on which the meetings were held are asfollows.
15th May 2014 27th June 201412th August 201414thNovember 201413th February 2015 and 25th March 2015
a) Changes in Directors & Key Management Personnel
There is no change in list of Directors & Key Management Personnel during the year.Mr.Sohan Lai Kochar and Mrs. Vasudha Chhajer retire by rotation at the ensuing AnnualGeneral Meeting and Mrs. Vasudha Chhajer being eligible offers herself forreappointment. However Mr. Sohan Lai Kochar does not offer himself for reappointment atthe Annual General Meeting. The Board of Directors in their meeting held on 25thJune 2015 has approved the re-appointment of Mr. Jitendra Kochar Director of the Companyas a Managing Director w.e.f. 27.04.2015 for a period of 3 years subject to the approvalof the members at the ensuing Annual General Meeting on the terms and conditions as setout in the notice of the Annual General Meeting.
b) Declaration by Independent Directors and re-appointment if any
All Independent Directors of Daulat Securities Limited do hereby declare that we havemet the criteria of as provided in sub- section 6 of Section 149 of the Companies Act2013. We hold the office for a term of five years and are eligible for re-appointment fornext five years on passing of special resolution by the company.
c) Formal Annual Evaluation
Pursuant to the provisions of companies act 2013 and clause 49 of listing agreementthe board has carried out an annual performance evaluation of its own performance thedirectors individually as well as evaluation of working of its Audit Nomination andRemuneration and Compliance Committees. Performance evaluation has been carried out as pernomination and remuneration policy
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors state that:
i) In the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standards read with requirements set out underSchedule-Ill to the act have been followed and there are no material departures from thesame.
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2015 and ofthe Profit of the Company for said period.
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate Accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities
iv) The Directors have prepared the annual accounts for the financial year ended 31stMarch 2015 on a going concern basis.
v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.
vi) The Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems are adequate & operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
A. CONSERVATION OF ENERGY
The operations of your Company are not energy-intensive. However adequate measureshave been initiated for conservation of energy
B. TECHNOLOGY ABSORPTION
Not applicable in view of the nature of activities carried on by the Company.
C. EXCHANGE EARNING AND OUTGO Foreign exchange earnings and outgo-NIL
DEPOSIT: The Company has not accepted any deposits from public.
Auditors observations are suitably explained in notes to the Accounts and areself explanatory
The Auditors M/s Bahety & Goenka Chartered Accountants (FRN: 317111E) retires atconclusion of the ensuing Annual General Meeting and being eligible offer themselves forre-appointment. The company has received a certificate from the retiring auditors to theeffect that the appointment if made will be in accordance within the limit specified insection 141 of Companies Act 2013
According to the provision of section 204 of the Companies Act.2013 read with Rule 9 ofthe Companies(appointment and Remuneration of Managerial Personnel ) Rules 2014 theSecretarial Audit Report submitted by Company Secretary in Practice in enclosed as a partof this report Annexure-A. Observation of Secretarial Auditor is also self explanatory.
a) Issue of equity Shares with Differential rights
The Company has not issued any equity shares with differential rights as per detailsprovided in rule 4 of Companies (Share Capital & Debentures) Rules 2014.
b) Issue of Sweat Equity Shares
The Company has not issued any Sweat equity shares as per details provided in rule8(13) of Companies (Share Capital & Debentures) Rules 2014.
c) Issue of Employees Stock Options
The Company has not issued any Employee Stock Option as per details provided in rule12(9) of Companies (Share Capital & Debentures) Rules 2014.
d) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees
The Company has not purchased its own shares either from employees or by trustees forthe benefit of employees.
EXTRACT OF ANNUAL RETURN:
Extract of Annual return is formed part of this report is annexed as MGT-9 in Annexure- B
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The disclosure as per rule 9 of companies (Corporate Social Responsibility policy)Rules 2014 is will not be applicable as this company does not fall within the ambit ofthis section.
The board has adopted the Whistle blower policy. The policy has provided a mechanismfor directors employees and other person dealing with the company to report to thechairman of the Audit Committee any instance of unethical behavior actual or suspectedfraud or violation of code of conduct of the company.
PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS:
Detail of Loans and Investments covered under the provisions of Section 186 of theCompanies Act 2013 are given in the Schedule 10 11 and notes to the FinancialStatements. The Company has not given any guarantee during the year
RELATED PARTY TRANSACTION:
Related party transactions that were entered during the financial year were on anarms length basis and were in the ordinary course of business. There were nomaterially significant related party transaction with the Companys PromotersDirectors Management or their relatives which could have had a potential conflict withthe interests of the Company. Transactions with related parties entered by the Company inthe normal course of business. Detail of related party transaction provided separately innotes to accounts.
The Board of Directors of the company has on the recommendation of the AuditCommittee adopted a policy to regulate transaction between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the Listing Agreement. This Policy was considered and approved by theBoard
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No such order was passed by the regulators during the year.
DETAILS OF HOLDING SUBSIDIARIES AND ASSOCIATES
The Company does not have any Holding or Subsidiary as on 31st March 2015.
PARTICULARS OF EMPLOYEES
Disclosure of information pursuant to the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 with regard to the particulars of employees is notapplicable to the Company.
Jitendra Kochar Managing Director Remuneration paid Rs 300000/-(Last Year Rs300000/-)
No other amount has been claimed &/or paid except the remuneration
RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the company and the policy ofthe Company on risk management is provided in Management Discussion and Analysis
The Board expresses its deep gratitude and thanks to the Clients Bankers AssociatedStaff and SEBI Stock Exchange Employees & Depository and Shareholders/ Investors fortheir valuable contribution towards the progress of the Company.
|86 Canning Street ||For and on behalf of the Board |
|Kolkata - 700 001. || |
|Dated: 25th June 2015 ||SOHAN LAL KOCHAR |
|Place: Kolkata ||Chairman |
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st March 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st March 2015
M/S Daulat Securities Limited
86 Canning Street
Kolkata - 700 001.
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/'s DAULAT SECURITIES LIMITED(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on my verification of the M/S DAULAT SECURITIES LIMITED (the companys)books papers minute books forms and returns filed and other records maintained by thecompany and also the information provided by the Company its officers agents andauthorized representatives during the conduct of secretarial audit I hereby report thatin my opinion the company has during the audit period covering the financial year endedon 31st March 2015 complied with the statutory provisions listed hereunder and also thatthe Company has proper Board- processes and compliance-mechanism in place to the extentin the manner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by Daulat Securities Ltd ("the Company ) for the financialyear ended on 31st March 2015 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rales made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA ) and the rales madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rales and regulations madethereunder to the extent of Foreign Direct Investments Overseas Direct Investments andExternal Commercial Borrowings.
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the
Companies Act and dealing with client;
(d) The Securities and Exchange Board of India (Stock Brokers and Sub-brokers)Regulations 1992
(e) The Securities and Exchange Board of India (Depositories and Participants)Regulations 1996
(vi) Others Laws applicable to the Company as per the representations made by theManagement.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Notnotified hence not applicable to the Company during the audit period).
(ii) The Listing Agreements entered into by the Company with Stock Exchanges itsshares are listed with..
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above .
I further report that based on the information provided by the company its officersand its authorised representatives during the conduct of the audit and also on thereview of the Quarterly compliance report by respective department heads /companysecretary/CEO taken on record by the Board of Directors of the Company in my opinionadequate system and processes and control mechanism exist in the company to monitor and toensure the compliance with applicable general laws such as labour laws competition lawsand environmental laws.
I further report that the compliance by the company of the applicable financial lawslike direct and indirect tax laws has not been reviewed in this audit since the same havebeen subject to review by statutory financial auditor and other designated professionals.
As per Section 203 of Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 companies having paid up capital ofRs.5 crores or more has to mandatorily have a Company Secretary in whole time employment.Daulat Securities Limited has not appointed a Company Secretary in whole time employmentyet however they are looking for a suitable Company Secretary and an advertisement hasbeen given by them in this regard.
I further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were earned out in compliance with the provisions of the Act. Adequate noticeis given to all directors to schedule the Board Meetings agenda and detailed notes onagenda were sent at least seven days in advance and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
I further report that there arc adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rales regulations and guidelines.
I further report that during the audit period there are no specific events / actionshaving a major bearing on the companys affairs in pursuance of the above referredlaws rales regulations guidelines standards etc. referred to above).
|Place : Kolkata ||Signature |
|Date :25th June 2015 ||For Rakesh Agrawal & Co. |
| ||(Prop: Rakesh Agrawal) |
| ||No. 25326 |
| ||CP No.: 9014 |