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Daulat Securities Ltd.

BSE: 530171 Sector: Financials
NSE: N.A. ISIN Code: INE108C01019
BSE 00:00 | 26 Nov 19.15 -2.10
(-9.88%)
OPEN

21.00

HIGH

21.00

LOW

19.15

NSE 05:30 | 01 Jan Daulat Securities Ltd
OPEN 21.00
PREVIOUS CLOSE 21.25
VOLUME 2361
52-Week high 26.45
52-Week low 3.00
P/E 2.94
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 21.00
CLOSE 21.25
VOLUME 2361
52-Week high 26.45
52-Week low 3.00
P/E 2.94
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Daulat Securities Ltd. (DAULATSECURITIE) - Director Report

Company director report

TO

THE SHAREHOLDERS

The Board of Directors has pleasure in submitting the annual report together withAudited Financial Statements for the year ended 31st March 2019

FINANCIAL RESULTS FOR THE YEAR IS AS UNDER:

Rs.

Year ended 31.03.2019 Year ended 31.03.2018
Profit before Tax (292446) 4190496
Tax Expense: - -
(1) Current Tax 0 915000
(2) Deferred Tax 28642 (23923)
(3) Earlier Years 91530 191173
Profit for the Period (172274) 3108246
Earning per equity share: - -
(1) Basic (0.03) 0.62
(2) Diluted (0.03) 0.62

Financial Performance

Financial Year 2019 witnessed significant structural changes in financial markets andregulations which had game changing impact in the businesses that your company is engagedin causing significant short term pains. Regulatory categorization of mutual fund schemesforced fund managers to reshuffle fund portfolios to align them with the prescribedcategory in time bound manner. This lead to a sever meltdown in mid and small cap stockswhereas the frontline indices remained high due to a midyear rally in a handful offrontline stocks. Debt markets witnessed a series of crisis unprecedented in nature andquantum primarily caused by the IL&FS crisis leading to issues related to JBFE/HFCand leverage against promoter holdings. The resultant liquidity shortage which wasalready weak added fuel to the fire. By the end of the financial year inflow of globalliquidity lead to frontline indices scaling new highs again lead by a handful of stockswhile a few mid and small cap stocks also recovered a bit. Growth in corporate earningsremained elusive. Such uncertain situation in equity markets almost irrational keptequity investors at bay. Most equity mutual funds underperformed leading to diminishinginvestor s confidence. In fact there was a crisis of confidence for debt fund investorswhich witnessed a flight to safety. All this lead to lower business volumes for yourCompany in both its Broking and Distribution Services. Income from Distribution Serviceswas further impacted by the complete discontinuation of Upfront Fees and move to TrailFees only for the first time in the history of Indian Mutual Fund industry. In this backdrop your Directors express satisfaction on the company s performance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis as required by the Securities and Exchange Boardof India (Listing obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) is incorporated herein by reference and forms an integral part of thisreport.

DIVIDEND

Considering the losses incurred during the year under review the Board of Directors donot recommend any dividend for the year

RESERVE : The board has not proposed any amount to be carried to reserves.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the year ascompared to previous year.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

A report of Corporate Governance is included as a part of this Annual Report.Certificate from the Statutory Auditors of the company M/s P.D.Randar & Co CharteredAccountant confirming the compliance with the conditions of Corporate Governance inaccordance with Listing Regulations are given separately in this Annual report

LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the AnnualListing Fees for the year 2018-19 to BSE and CSE where the Company s Shares are listed.

DEMATERIALISATION OF SHARES:

85.79 % of the company s paid up equity share Capital is in dematerialized form as on31st March 2019 and balance 14.21% is in physical form. The Company sRegistrars are M/s Maheshwari Datamatics Private Ltd. having their office at 23 R NMukherjee Road 5th Floor Kolkata-700001.

BOARD AND COMMITTEE MEETINGS

The Board of Director duly met 6(Six) times during the financial year from 1stApril 2018 to 31st March 2019 The dates on which the meetings were held are asfollows. 25th April 2018 30th May 2018 10th August 2018 14th August 2018 14thNovember 2018 14th February 2019 At present the Board of Directors has the followingthree Committees:

I. Audit Committee

II Nomination & Remuneration Committee

III Stakeholders Relationship Committee

The details of composition of the Board its various Committees brief terms ofreference meetings held and attendance of the Directors are provided in the CorporateGovernance Report.

BOARD EVALUATION

Your Company has laid down the process and criteria for Annual Performance Evaluationof the Board its Committee and Individual Directors. In terms of the provisions of theAct and SEBI (LODR) Regulations 2015 the Board of Directors carried out evaluationprocess of its own performance its various committees and individual Directors. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors covering various aspects of the Board s functioning. The criteria appliedin the evaluation process are explained in the Corporate Governance Report.The IndependentDirectors met on 14th November 2018 and reviewed the performance of the Board itsCommittees and Individual Directors.

DIRECTORS: a) Changes in Directors & Key Management Personnel

Mr. Ajit Kochar (DIN No. 00933365) and Mrs.Vasudha Chhajer ( DIN No. 05102531) retireby rotation and being eligible offers themselves for reappointment. Mr. Surya PrakashLunia (DIN: 00606756) and Miss Yogita Sharma (M.No. A56093) has been appointed as ChiefFinancial Officer and Company Secretary (KMPs) respectively of the Company w.e.f. 10thAugust 2018. Mr. Madhusudan Daga Dr P R Kamdar and Mr. Jaideep Jiloka who were appointedas Independent Director in the Annual General Meeting held in Calendar Year 2014 and whohold office upto 31st March 2019 and who are eligible for re-appointment andwho meets the criteria for independence as provided in section 149(6) has given hisdeclaration. Based on Declaration and recommendation of Nomination and RemunerationCommittee Mr. Madhusudan Daga Dr P R Kamdar and Mr. Jaideep Jiloka are appointed asIndependent Director on 14/02/2019 for the second term of Five Years upto 31stMarch 2024 subject to approval of Shareholders in the Annual General Meeting to be held incalendar Year 2019.

b) Declaration by Independent Directors and re-appointment if any

All Independent Directors of Daulat Securities Limited do hereby declare that they havemet the criteria of as provided in sub- section 6 of Section 149 of the Companies Act2013. They hold the office for a term of five years and are eligible for re-appointmentfor next five years on passing of special resolution by the company.

c) Formal Annual Evaluation

Pursuant to the provisions of Company s Act 2013 the board has carried out an annualperformance evaluation of its own performance the directors individually as well asevaluation of working of its Audit Nomination and Remuneration and Compliance Committees.Performance evaluation has been carried out as per nomination and remuneration policy

DIRECTORS RESPONSIBILITY STATEMENT:

Yours directors confirm that:

i) In the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with the properexplanation relating to material departures;

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 the end of the financial year 31stMarch 2019 and of the Profit of the Company for that 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 2019 on a going concern basis.

v) The Board has laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and are operating effectively.

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 TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSERVATION OF ENERGY : The operations of your Company are notenergy-intensive. However adequate measures have been initiated for conservation ofenergy.

B. TECHNOLOGY ABSORPTION : Not applicable in view of the nature of activitiescarried 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.

AUDIT OBSERVATIONS: Auditors observations are suitably explained in notes to theAccounts and are self explanatory

AUDITORS: Statutory Auditors

At the Annual General Meeting held on September 25 2018 M/s. P.D..RANDAR & COChartered Accountants (Firm Registration No- 319295E) were appointed as StatutoryAuditors of the Company to hold office till the conclusion of the Annual General Meetingto be held in the calendar year 2023. The requirement for the annual ratification ofAuditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act2017 notified on 7th May 2018. The Auditors have given a confirmation to the effect thatthey are eligible to continue with their appointment and have not been disqualified in anymanner from continuing as Statutory Auditor. All observations made in the Audit Report onStandalone Financial Statements are self-explanatory and do not call for any furthercomments under Section 134 of the Companies Act 2013.

Secretarial Audit

According to the provision of section 204 of the Companies Act.2013 read with Rule 9 ofthe Companies(Appointment and Remuneration of Managerial Personnel ) Rules2014 theSecretarial Audit Report submitted by Company Secretary in Practice in enclosed as a partof this report Annexure-A.

SHARE CAPITAL:

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 shareseither from employees or by trustees for the benefit of employees.

EXTRACT OF ANNUAL RETURN: Extract of Annual return is formed part of this report isannexed as MGT-9 in Annexure-B

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The disclosure as per rule 9 of companies (Corporate Social Responsibility policy)Rules 2014 will not be applicable as this company does not fall within the ambit of thissection.

VIGIL MECHANISM:

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 GURANTEES OR INVESTMENTS:

Detail of Loans and Investments covered under the provisions of Section 186 of theCompanies Act 2013 are given in the notes to the Financial Statements.

INTERNAL FINANCIAL CONTROL

The Company has adequate internal financial control procedures commensurate with itssize and nature of business. The company has already carried out an audit on internalfinancial control by the third party. The statutory auditor has also commented on theinternal financial control on financial reporting in their report

RELATED PARTY TRANSACTION:

Related party transactions that were entered during the financial year were on an arm slength basis and were in the ordinary course of business. There was no materiallysignificant related party transaction with the Company s Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company are in the normal courseof business activity. Detail of related party transaction provided separately in notes toaccounts. 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

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

GENERAL DISCLOSURES:

Your Company complies with all the applicable Secretarial Standards issued by theInstitute of companies Secretaries of India.

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review?

1. No equity shares with differential rights as to dividend voting or otherwise orshares (including sweat equity shares) to employees of the Company under any scheme wereissued.

2. No Deposits covered under Chapter V of the Act were accepted.

3. No significant or material orders were passed by any regulatory authority or courtsor tribunals impacting the going concern status and Company s operation in future.

ACKNOWLEDGEMENT

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.

Registered Office
86 Canning Street For and on behalf of the Board
Kolkata 700001
Dated: 30/05/2019 JITENDRA KOCHAR
Place: Kolkata Managing Director

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