For the financial year 1st April 2017 to 31st March 2018
The Members of
DHOOT INDUSTRIAL FINANCE LIMITED
Your Directors have pleasure in presenting the 40th Annual Report on thebusiness and operations of the Company together with the Audited Accounts for the yearended 31st March 2018.
1. Financial summary/highlights and state of Companys affairs.
During the said financial year:
The turnover of the Company is INR 3109.66 Lakhs as against INR 4799.28 Lakhsfor the last year.
The net loss of the Company is INR 415.47 Lakhs as against net profit of INR556.11 Lakhs 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 recipientunder section 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 10 11 & 28 to the standalone financial statement).
8. Particulars of contracts or arrangements with related parties under Section188(1).
There were no contracts or arrangements with related parties referred to Section188(1). Hence not applicable.
9. Details of Directors or Key Managerial Personnel who were appointed or haveresigned during the year.
During the year Mr. Rajgopal Dhoot was liable to retire by rotation and wasre-appointed in the 39th AGM.
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 Companys businessand in accordance with the applicable law. b. Criteria for determining qualificationspositive attributes and independence of a Director: As per the Companies Act 2013. c.Remuneration for key managerial personnel and other employees: At presentNonExecutive and Independent Directors are not paid any remuneration except sittingfees for attending Board Meetings. The Managing Director and the Key Managerial Personnelis paid 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 || |
|iii. Capital investment on energy conservation equipments || |
|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 21.63 Lakhs |
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.
15. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys 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 Companysoperations in future.
16. Other Company/ies which have become or ceased to be Companys subsidiariesjoint ventures 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 31/03/2018 and 15/05/2018.
There was no material change in the Company between the period 31/03/2018 and15/05/2018.
21. 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.
22. Risk management policy.
Your company does not find a place in the list of top 100 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 for the year 2018-2019. YourDirectors recommend their ratification until the conclusion of the 41st AnnualGeneral Meeting of the Company.
25. 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) isenclosed herewith in Form MR-3 at
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.
27. Disclosure about Corporate Social Responsibility
The Company had not crossed the limit of 5 crores of Net Profit Before Tax as on 31stMarch 2017 as per the profits shown in the Statement of Profit and Loss of the Companywhich is below the applicable limits of Corporate Social Responsibility. Hence CorporateSocial Responsibility is not applicable for your company. The Company has adopted Ind ASfrom the Financial Year 2017-18 and the Audited Accounts of the full year is based on IndAS. However in the quarterly results up to December 2017 the current Investments (QuotedEquity Shares) held for trading was shown as Inventory (Quoted Equity Shares) of Stock inTrade and it was valued at lower of cost or market value instead of Fair value based onprevious IGAAP. The adoption of Ind AS for FY 2017-18 has necessitated restatement ofaccounts of 31.3.2016 as on 1.4.2016 and for FY 2016-17. The restatement has resulted inhigher profits for FY 2016-17 and in the accounts restated on 1.4.2016 than what wasreported earlier under previous IGAAP. However Corporate Social Responsibility is notapplicable for your company based on previous years financial statement audited asper IGAAP.
28. Directors responsibility statement.
Your Directors confirm that: a. In the preparation of the annual accounts theapplicable accounting standards had been followed and there were no material departures;b. The Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for 2017-18; c. The Directors had taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities. d. The Directors had prepared the annual accounts on a goingconcern basis; and e. The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. f. The Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively
29. Changes in Share Capital
The total share capital of the Company has been increased from INR 54200000 to INR57040000 during the year under review pursuant to allotment of 284000 Equity sharesof INR 10 each at a premium of INR 43 each under Preferential Allotment of the Company.
Further the Company has also issued 614000 Warrants convertible into Equity at suchprice as per SEBI ICDR Regulations further disclosed in Notes to Accounts.
Your Directors wish to place on record its appreciation to the Staff ExecutivesCompanys Bankers Auditors and Government Authorities for their co-operationguidance and support.
| ||For & on behalf of the Board |
| ||Dhoot Industrial Finance Limited |
| ||Sd/- |
|Place: Mumbai ||Rajgopal Dhoot |
|Date: 15th May 2018 ||Chairman |