For the financial year 1st April 2020 to 31st March 2021
The Members of
DHOOT INDUSTRIAL FINANCE LIMITED
Your Directors have pleasure in presenting the 43rd Annual Report onthe business and operations of the Company together with the Audited Accounts for the yearended 31st March 2021.
1. Financial summary/highlights and state of Company's affairs.
During the said financial year:
The turnover of the Company is INR 1014.85 Lakhs as against INR 1432.32Lakhs for thelast year.
The net profit of the Company is INR 14592.02 Lakhs as against net loss of INR 8851.42Lakhs for the last year.
2. Change in the nature of Business if any:
During the year in review there was no change in the nature of business of theCompany.
3. 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.
4. 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.
The Board does not propose to carry any amount to reserves for the said financial year.
Your Directors do not recommend any dividend for the year with a view to conserve theresources for future growth of the Company.
7. 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 4 and 5 to the standalone financial statement).
8. Particulars of contracts or arrangements with related parties under Section 188(1).
All contracts arrangements and transactions entered by the Company with relatedparties during FY 2020-21 were in the ordinary course of business and on an arm's lengthbasis.
During the year the Company did not enter into any transaction contract orarrangement with related parties that could be considered material in accordance with theCompany's policy on related party transactions. Accordingly the disclosure of relatedparty transactions in Form AOC-2 is not applicable.
However detailed disclosure on related party transactions as per IND AS-24 containingname of the related party and details of the transactions have been provided underfinancial statements.
The Company has formulated a Policy on Related Party Transactions which is alsoavailable on Company's website at www.dhootfinance.com. The Policy intends to ensure thatproper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.
9. Details of Directors or Key Managerial Personnel who were appointed or have resignedduring the year.
During the year-
a) Mr. Rajgopal Ramdayal Dhoot was liable to retire by rotation and was re- appointedin the 42nd AGM
b) Mr. Rohit Kumar Dhoot was re-appointed as Managing Director for a period of fiveyears with effect from 01st April 2021 to 31st March 2026.
10. 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.
11. 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 theCompanies Act 2013.
12. 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.
13. 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 researchand 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 ||NIL |
14. 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. Details of loans taken if any are provided under Note 24 of Financial Statement.
15. 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.
16. Other Company/ies which have become or ceased to be Company's subsidiaries jointventures or associate companies.
Not Applicable as the company has no subsidiaries joint ventures or associates.
17. 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.
18. Extract of annual return.
The extract of the annual return is annexed here in Form MGT-9 at Annexure I.
19. 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.
20. Material changes between the period 31/03/2021 and 10/06/2021.
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this report
21. Details in respect of adequacy of internal financial controls with reference to thefinancial statements.
The existing internal financial controls are adequate and commensurate with the naturesize complexity of the Business and the Business Processes followed by the Company. TheCompany has a well laid down framework for ensuring adequate internal controls overfinancial reporting. During the year such controls were tested and no reportable materialweakness in the design or operation was observed.
22. Risk management policy.
Your company does not find a place in the list of top 500 listed entities hence itdoes not have a Risk Management Committee.
23. 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./
24. Statutory Auditors.
M/s Bohra & Co. Chartered Accountants (Firm Reg. No. 136492W) being eligibleoffer themselves for ratification of their appointment to hold office from the conclusionof this Annual General Meeting up to the conclusion of 44th Annual GeneralMeeting at a remuneration as may be fixed by the Board of Directors in consultation withthem.
25. Secretarial Audit Report.
The Secretarial Audit Report as given by Ms. Isha Shah of M/s. Shah Patel &Associates - Company Secretaries (Membership No. 35253 & COP No. 15201) is enclosedherewith in Form MR-3 at Annexure II.
26. Explanation/ Comments by the Board on qualification reservation or adverse remarkor disclaimer made in Auditors' Report and Secretarial Audit Report.
There are no qualifications reservations or adverse remarks by the Statutory Auditorsand by the Secretarial Auditors of the Company. Explanation of the Board on disclaimerremark is given under Clause 10 of Corporate Governance Report.
27. Details in respect of frauds reported by auditors under sub-section (12) of section143 other than those which are reportable to the Central Government
The Auditors have not reported any fraud(s) during the period under review.
28. Disclosure about Corporate Social Responsibility
As per the provisions of Section 135 read with the Section 198 of the Companies Act2013 there is no CSR obligation for the year 2020-21. The statutory disclosures withrespect to CSR is annexed hereto forming part of this report.
29. 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 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 2020-2021;
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.
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
30. Disclosure regarding Sexual Harassment at workplace
The disclosures regarding Sexual Harassment at workplace form a part of CorporateGovernance
31. Changes in Share Capital
There is no change in the Issued Subscribed and Paid-Up Share Capital of the company.
32. Compliance with Secretarial Standards
The Company has complied with the Secretarial Standards on Meetings of the Board ofDirectors and General Meetings issued by the Institute of Company Secretaries of India(ICSI).
33. Other Statutory Disclosures
The other statutory disclosures pursuant to Sections 134 135 188 197 and otherapplicable provisions of the Companies Act 2013 read with related Rules are attachedherewith.
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: 10/06/2021 ||Chairman |