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Dhoot Industrial Finance Ltd.

BSE: 526971 Sector: Others
NSE: N.A. ISIN Code: INE313G01016
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VOLUME 750
52-Week high 52.00
52-Week low 26.30
P/E 4.52
Mkt Cap.(Rs cr) 22
Buy Price 39.05
Buy Qty 700.00
Sell Price 40.00
Sell Qty 50.00
OPEN 40.00
CLOSE 40.00
VOLUME 750
52-Week high 52.00
52-Week low 26.30
P/E 4.52
Mkt Cap.(Rs cr) 22
Buy Price 39.05
Buy Qty 700.00
Sell Price 40.00
Sell Qty 50.00

Dhoot Industrial Finance Ltd. (DHOOTINDLFIN) - Director Report

Company director report

For the financial year 1stApril 2015 to 31stMarch 2016

To

The Members of

DHOOT INDUSTRIAL FINANCE LIMITED

Your Directors have pleasure in presenting the 38thAnnual Report onthe business and operations of the Company together with the Audited Accounts for the yearended 31st March 2016.

1. Financial summary/highlights and state of Company's affairs.

During the said financial year:

• The turnover of the Company is '12176.20 Lakhs as against '13025.49 Lakhs forthe last year.

• The net profit of the Company is ' 526.51 Lakhs as against ' 414.29 Lakhs forthe last year.

2. Board Meetings.

The Board of the Company consists of Directors as prescribed by the Companies Act 2013and the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

The details pertaining to composition of the Board terms of reference etc. of theBoard of Directors of your Company and the meetings of the Board held during the financialyear and the attendance thereat have been mentioned in the Corporate Governance sectionforming part of this Annual Report.

3. Audit Committee.

The Company has an Audit Committee in place constituted as per the provisions ofSection 177 of the Companies Act 2013. The members of the Audit Committee its terms ofreference the meetings of the Audit Committee and attendance thereat of the members ofthe Committee is mentioned in the Corporate Governance Report under the appropriateheading.

4. Reserves.

The Board does not propose to carry any amount to reserves for the said financial year

5. Dividend.

Your Directors do not recommend any dividend for the year with a view to conserve theresources for the future growth of the Company.

6. Particulars of loans and investment and utility purpose by the recipient undersection 186.

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note 11 & 27 to the standalone financial statement).

7. Particulars of contracts or arrangements with related parties under Section 188(1).

Particulars of contracts or arrangements with related parties referred to Section188(1) is annexed herewith in form AOC-2 at Annexure I.

8. Details of Directors or Key Managerial Personnel who were appointed or have resignedduring the year.

Name of Director or key managerial personnel Designation Date of appointment/ re- appointment Date of resignation
Ms. Hetal Vichhi Company Secretary & Compliance Officer 8/2/2016 Not applicable
Mr. Abhay Firodia Independent Director 23/09/2011 30/03/2016
Mrs. Vaidehi Rohit Dhoot Non-Executive Director 26/09/2015 Not applicable

9. Policy on Directors' appointment remuneration and others as formulated by theNomination & Remuneration Committee.

The Nomination & Remuneration Committee has formulated the following policy:

a. Directors' appointment and remuneration: As best suited for Company's business andin accordance with the applicable law.

b. Criteria for determining qualifications positive attributes and independence of aDirector: As per the Companies Act 2013.

c. Remuneration for key managerial personnel and other employees: At presentNon-Executive and Independent Directors are not paid any remuneration except sitting feesfor attending Board Meetings. The Managing Director and the Key Managerial Personnel ispaid remuneration as per the terms of their appointment.

10. Statement on declaration given by Independent Director(s) under Section 149

The Board confirms that all the Independent Directors on the Board have given adeclaration of their

Independence to the Board as required under Section 149(6) of the Companies Act 2013.

11. Formal annual evaluation.

The Board of Directors has devised a policy for the performance evaluation andaccordingly evaluation process was carried for the financial year for Board of DirectorsBoard Committees Independent Directors and other individual Directors.

12. Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo.

Particulars Reporting for the said financial year
A. Conservation of energy
i. Steps taken or impact on conservation of energy Wherever possible the Company strives to curtail the energy consumption on a continuous basis
ii. Steps taken for utilising alternate sources of energy Nil
iii. Capital investment on energy conservation equipments Not Applicable
B. Technology absorption
i. Efforts made towards technology absorption Not Applicable
ii. The benefits derived like product improvement cost reduction product development or import substitution Not Applicable
iii. Imported technology (imported during last three years reckoned from the beginning of the financial year)
a. the details of technology imported Not Applicable
b. the year of import Not Applicable
c. whether the technology has been fully absorbed Not Applicable
d. if not fully absorbed areas where absorption has not taken place and the reasons thereof Not Applicable
iv. Expenditure incurred on research and development Not Applicable
C. Foreign exchange earnings and outgo
a. The foreign exchange earned in terms of actual inflows during the year NIL
b. The foreign exchange outgo during the year in terms of actual outflow Travelling expenses - INR 9.54 Lacs

13. Details on deposits covered under Chapter V of the Companies Act 2013 andCompanies (Acceptance of Deposits) Rules 2014.

In terms of the provisions of Sections 73 and 74 of the Companies Act 2013 read withthe relevant rules your Company has not accepted any fixed deposits during the year underreport

14. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

During the year in review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.

15. Other Company/ies which have become or ceased to be Company's subsidiaries jointventures or associate companies.

During the year the Company sold 125000 shares of Young Buzz India Limited carryingvalue by which the company ceased to be an associate.

16. Performance and financial position of each of the subsidiaries associates andjoint venture Companies included in the consolidated financial statement.

The company has no subsidiary or associate company or any joint venture to be includedin the consolidated financial statement of the Company

17. Extract of annual return.

The extract of the annual return is annexed here in Form MGT-9 at Annexure II.

18. Disclosure on Remuneration.

None of the employees of the Company fall within the purview of the provisions of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 hence no information is required to be disclosed.

19. Material changes between the period 31/03/2016 and 29/05/2016.

The services provided by existing Registrar & Share Transfer Agents of the companyi.e. M/s Sharepro Services (India) Private Limited were terminated w.e.f 30thApril 2016 and M/s. Link Intime India Private Limited was appointed as the new Registrar& Share Transfer Agent of the Company w.e.f. 1st May 2016.

The Board of the company had resolved in their meeting held on 27th April2016 to increase the borrowing limit of the company from '1500000000/- (Rupees OneHundred Fifty Crores) to '2500000000/- (Rupees Two Hundred Fifty Crores) subject toratification and approval by the members in the ensuing Annual General Meeting of theCompany .

20. Details in respect of adequacy of internal financial controls with reference to thefinancial statements.

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

21. Risk management policy.

Risk Management Committee has been entrusted with the responsibility to assist theBoard in (a) Overseeing and approving the Company's enterprise wide risk managementframework; and (b) Overseeing that all the risks that the organization faces such asstrategic financial credit market liquidity security property IT legalregulatory reputational and other risks have been identified and assessed and there is anadequate risk management infrastructure in place capable of addressing those risks.

The Risk Management Committee was dissolved by the Board in their meeting held on 22ndMarch 2016 as the Risk Management Committee was mandatory only for top 100 listedentities determined on the basis of market capitalization at the end of immediateprevious financial year.Your company does not find a place in the top 100 listed entitiesit was hence decided to dissolve Risk Management Committee of the Company.

22. Vigil mechanism.

The Company has established vigil mechanism for directors and employees to reportgenuine concerns to provide for adequate safeguards against victimisation of employeesand directors who avail of the vigil mechanism and provides for direct access to Mr.Rajesh Loya - Chairperson of the Audit Committee in exceptional cases. The details ofestablishment of such mechanism have been disclosed on the website of the Company.

23. Statutory Auditors.

M/s. Bansi S. Mehta & Co. Chartered Accountants (Firm Reg. No. 100991W) StatutoryAuditors of the Company retire at the ensuing Annual General Meeting.

M/s Bohra & Co. Chartered Accountants (Firm Reg. No. 136492W) being eligibleoffer themselves for appointment for the year 2016-2017. Your Directors' recommend theirappointment until the conclusion of the next Annual General Meeting.

24. Secretarial Audit Report.

The Secretarial Audit Report as given by Mr. Swapneel Patel of M/s. Shah Patel &Associates - Company Secretaries (Membership No. 41106 & COP No. 15628) is enclosedherewith in Form MR. 3 at Annexure III.

25. Explanation/ Comments by the Board on qualification reservation or adverse remarkor disclaimer made in Auditors' Report and Secretarial Audit Report.

The Auditor's Report and Secretarial Auditors Report is self explanatory.

26. Disclosure about Corporate Social Responsibility

Not Applicable.

27. Directors' responsibility statement.

Your Directors' confirm that:

a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed and there were no material departures;

b. The Directors had 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 at the end of the financial year and ofthe profit of the Company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis; and

e. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively

28. Acknowledgments.

Your Directors wish to place on record its appreciation to the Staff ExecutivesCompany's Bankers Auditors and Government Authorities for their co-operation guidanceand support.

For & on behalf of the Board
Dhoot Industrial Finance Limited
Sd/-
Place: Mumbai Rajgopal Dhoot
Date: 30th May 2016 Chairman