For the financial year 1st April 2018 to 31st March 2019
The Members of DHOOT INDUSTRIAL FINANCE LIMITED
Your Directors have pleasure in presenting the 41st Annual Report onthe business and operations of the Company together with the Audited Accounts for the yearended 31st March 2019.
1. Financial summary/highlights and state of Company's affairs.
During the said financial year:
The turnover of the Company is INR 2957.56 Lakhs as against INR 3109.66 Lakhs for thelast year.
The net profit of the Company is INR 104.44 Lakhs as against net loss of INR 415.47Lakhs 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).
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 have resignedduring the year.
During the year Mr. Rajgopal Ramdayal Dhoot was liable to retire by rotation and wasre-appointed in the 40th 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 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 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 11.61 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 duringthe year underreport.
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 31/03/2018 and 27/05/2019.
There was no material change in the Company between the period 31/03/2019 and27/05/2019.
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 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 for the year 2019-2020. YourDirectors' recommend their ratification until the conclusion of the 42nd AnnualGeneral Meeting of the Company.
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.
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
Corporate Social Responsibility is not applicable for your company since the Companyhas incurred loss in the immediately preceding Financial Year.
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 2018-19;
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 Report.
31. Changes in Share Capital
The paid-up share capital of the Company has been increased from INR 57040000 to INR60030000 during the year under review pursuant to conversion of 299000 Warrants intoEquity Shares of Rs. 10/- each at a premium of INR 43 each under conversion of warrantsissued by the Company.
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: 27th May 2019 ||Chairman |