Your Directors are pleased to present the Annual Report along with theAudited Financial Statements of your Company for the financial year ended on 31st March2020.
1. FINANCIAL RESULTS:
The summarised financial highlight is depicted below:
|Particulars || |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Revenue from Operations ||15627.65 ||11563.45 ||8738.36 ||11563.45 |
|Other Income ||147.05 ||13.65 ||3495.06 ||13.65 |
|Total Income ||15774.70 ||11577.10 ||12233.41 ||11577.10 |
|Expenses: || || || || |
|Operating expenses ||4002.24 ||3312.00 ||2130.59 ||3312.00 |
|Depreciation and Amortization Expenses ||1.75 ||0.50 ||1.75 ||0.50 |
|Total expenses ||4003.99 ||3312.50 ||2132.34 ||3312.50 |
|Profit before Finance cost and tax ||11770.71 ||8264.60 ||10101.07 ||8264.60 |
|Finance Costs ||1619.75 ||514.64 ||1582.25 ||514.64 |
|Profit before tax ||10150.97 ||7749.96 ||8518.83 ||7749.96 |
|Tax Expense ||3016.87 ||2692.30 ||1414.24 ||2692.30 |
|Profit for the year ||7134.09 ||5057.66 ||7104.58 ||5057.66 |
|Attributable to: || || || || |
|Owners of the Company ||7104.58 ||5057.66 ||7104.58 ||5057.66 |
|Non- controlling interest ||29.51 ||- ||NA ||NA |
|Earnings Per Share (in ') || || || || |
|Basic ||4.05 ||2.87 ||4.04 ||2.87 |
|Diluted ||4.05 ||2.87 ||4.04 ||2.87 |
2. COMPANY PERFORMANCE:
During the year the Company Revenue from operations on standalone basisfor FY 2019-20 is '8738.36 Lakhs compared to '11563.45 Lakhs in the previous year. NetProfit After Tax on standalone basis for the current year is '7104.58 Lakhs as against'5057.66 Lakhs earned in the previous year.
On consolidated basis revenue from operations for the current yearstands at '15627.65 Lakhs and Net profit attributable to the share holders of the companyfor the current year is '7104.58 Lakhs.
During the year Company paid to its shareholder interim dividend of'0.10/- per Equity shares of FV '1/- each in the month of August 2019. Board has notdeclared any other dividend except aforesaid interim dividend.
4. SHARE CAPITAL:
The paid up equity share capital as on March 31 2020 was '1760.00lakhs. During the year under review the Company has neither issued shares withdifferential voting rights nor granted stock options /sweat equity.
5. TRANSFER TO RESERVES:
The closing balance of the retained earnings of the Company for FY2020 after all appropriation and adjustments was '12225.66 Lakhs.
During the year under review your Company has not accepted any depositwithin the meaning of Sections 73 and 74 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orre-enactment(s) for the time being in force).
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans guarantees and investments covered under theprovisions of Section 186 of the Companies Act 2013 as may be applicable have beendisclosed in the financial statements.
8. RELATED PARTY TRANSACTIONS:
All the related party transactions entered into during the financialyear were on an arm's length basis and were in the ordinary course of business. YourCompany had not entered into any transactions with related parties which could beconsidered material in terms of Section 188 of the Companies Act 2013. Accordingly thedisclosure of related party transactions as required under Section 134(3)(h) of the Act inForm AOC 2 is not applicable.
During the year under review your Company has entered intotransactions with related party which are material as per Regulation 23 of the SEBIListing Regulations and the details of the said transactions are provided in the Annexureto Notice of the Annual General Meeting.
The policy governing the related party transactions has been adopted bythe Company and is placed on the Company's website (www.dolatinvest.com).
9. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review Company incorporated a partnership firmM/s. Dolat Tradecorp and the same is into business of trading in shares and securities. Astatement containing the salient features of financial statements of subsidiaries/jointventure companies of the Company in the prescribed Form AOC - 1 forms a part of FinancialStatements in compliance with Section 129 (3) and other applicable provisions if any ofthe Act read with Rules.
The Company's Policy for determining material subsidiaries may beaccessed on the website of the Company at (www.dolatinvest.com).
10. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act Regulation 33 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "Listing Regulations") andapplicable Accounting Standards the Audited Consolidated Financial Statements of theCompany for the financial year 2019-20 together with the Auditors' Report form partof this Annual Report.
In accordance with Section 136 of the Act the audited financialstatements including the Consolidated Financial Statements and related information of theCompany and the financial statements of the subsidiary are available on our website (www.dolatinvest.com).
11. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the financial year 2019-20 10 (Ten) meetings of the Board ofDirectors were held. For details of the meetings of the board please refer to thecorporate governance report which forms part of this report.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
As informed in the Board's Report for the year ended 31st March2019 Mr. Rajendra D. Shah (Managing Director - Promoter Director) resigned from theBoard with effect from May 03 2019 due to personal reasons.
Mr. Pankaj D. Shah was appointed as Managing director for a period offive years with effect from May 03 2019
Mrs. Neha P. Shah retires by rotation and being eligible offersherself for re-appointment. A resolution seeking shareholders' approval for herre-appointment forms part of the Notice.
Mr. Shailesh D. Shah (DIN: 00005041) was appointed as an AdditionalDirector (Non executive - Promoter Director) with effect from January 23 2020 by Board ofDirectors based on the recommendations of the Nomination and Remuneration Committee andapproval of Audit Committee. As an Additional Director Mr. Shailesh D. Shah holds officeupto the ensuing Annual General Meeting. The Company has received a notice from a memberunder Section 160 of the Companies Act 2013 proposing his appointment as Director of theCompany.
Ms. Monika Amit Singhania (DIN: 07950196) was appointed as anAdditional Director (Non-Executive & Independent Director) of the Company with effectfrom January 23 2020 by Board of Directors based on the recommendations of the Nominationand Remuneration Committee. As an Additional Director she holds office upto ensuingAnnual General Meeting. The Company has received notice from a member under Section 160 ofthe Companies Act 2013 proposing her appointment as Director of the Company.
In accordance with the provisions of Section 149 of the Companies Act2013 Ms. Monika Amit Singhania is being appointed as an Independent Director to holdoffice as per her tenure of appointment as mentioned in the Notice of the ensuing AnnualGeneral Meeting of the Company.
There were no changes in the Key Managerial Personnel of the Companyduring the financial year 2019-20.
The details of the familiarisation programme of the IndependentDirectors are available on the website of the Company (http://www.dolatinvest.com).
Independent Directors have submitted a declaration that each of themmeets the criteria of independence as provided in section 149(6) of the Act andRegulations 16(1)(b) & 25 of SEBI Listing Regulations and there has been no change inthe circumstances which may affect their status as independent director during the year.
During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees commission if any and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board /Committee of the Company.
13. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act the Board of Directors to thebest of its knowledge and ability confirm that:
a) in the preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departures;
b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at the end of theFinancial year and of the profit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
14. BOARD EVALUATION:
The Board of Directors has carried out on an annual evaluation of itsown performance board committees and individual directors pursuant to the provisions ofthe Act SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.
The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.
In a separate meeting of independent directors performance ofnon-independent directors the Chairperson of board and the board as a whole wasevaluated.
The Board and the Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
15. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT REMUNERATIONAND OTHER DETAILS:
The Company's policy on directors' appointment andremuneration and other matters provided in section 178(3) of the Act has been disclosed inthe corporate governance report which forms part of this report.
16. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy in accordance with theprovision of the Act and Regulation 17 (9) of the SEBI Listing Regulations. It establishesvarious levels of risks with its varying levels of probability the likely impact on thebusiness and its mitigation measures. The policy has been updated on Company'swebsite: www.dolatinvest.com
17. INTERNAL FINANCIAL CONTROLS:
Internal Audit plays a key role in providing an assurance to Managementwith respect to the Company having adequate Internal Control Systems. The Internal ControlSystems provide among other things reasonable assurance of recording the transactions ofits operations in all material respects and of providing protection against significantmisuse or loss of Company's assets. The Internal Auditors submit their Reportperiodically which is placed before and reviewed by the Audit Committee.
18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has adopted a policy for prevention prohibition andRedressal of sexual harassment at the work place in line with the provisions of theSexual Harassment of women at workplace (Prevention Prohibition & Redressal) Act2013 and rules made thereunder. All employees including temporary and trainee are coveredunder the policy. The Company has constituted an internal committee to inquire and redressthe complaints. The Company has not received any complaint during the FY year 2019-20.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formalmechanism to the Directors and employees to report their concerns about unethicalbehaviour unacceptable and improper practices or suspected fraud. The Policy provides foradequate safeguards against victimisation of employees who avail of the mechanism and alsoprovide for direct access to the Chairman of the Audit Committee. It is affirmed that nopersonnel of the Company has been denied access to the Audit Committee. The policy hasbeen uploaded on the company's website www.dolatinvest.com.
20. CORPORATE SOCIAL RESPONSIBILITY:
The Company has constituted a Corporate Social Responsibility (CSR)Committee and has framed a CSR Policy. The brief details of CSR Committee are provided inthe Corporate Governance Report. The Annual Report on CSR activities is set out inAnnexure [A] to this report. The CSR Policy is available on the website of the Company at www.dolatinvest.com.
21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:
The details pertaining to composition of audit committee are includedin the Corporate Governance Report which forms part of this report.
22. STATUTORY AUDITORS:
Pursuant to section 139 of the Companies Act 2013 ("theAct") read with Companies (Audit and Auditors) Rules 2014 as amended from time totime M/s. V. J. Shah & Co. Chartered Accountants (Firm Registration No. 109823W)Mumbai were appointed as statutory auditors from the conclusion of 36th AnnualGeneral Meeting of the Company held on 29th September 2017 till the conclusionof the 41st Annual General Meeting to be held in 2022 subject to ratificationof their appointment at every AGM if required under law. The requirement to place thematter relating to appointment of auditors for ratification by Members at every AGM hasbeen done away by the Companies (Amendment) Act 2017 with effect from May 7 2018.Accordingly no resolution is being proposed for ratification of appointment of statutoryauditors at the ensuing AGM and a note in respect of same has been included in the Noticefor this AGM.
23. STATUTORY AUDITORS' REPORT:
The Auditors have issued an unmodified opinion on the FinancialStatements for the financial year ended 31st March 2020. The Auditors' Report for thefinancial year ended 31st March 2020 on the financial statements of the Company is a partof this Annual Report.
24. SECRETARIAL AUDITORS'REPORT:
The Secretarial Audit Report for financial year 2019-20 is annexedwhich forms part of this report as Annexure-B. There were no qualifications reservationsor adverse remarks in the Secretarial Audit Report of the Company except delay inappointment of two directors and increase the number of directors on board to six. TheCompany has appointed two directors Mr. Shailesh Dolatrai Shah (Non-Executive- PromoterDirector; and Ms. Monika Amit Singhania (Non-Executive - Independent Director) and thetotal number of director on board w.e.f. January 23 2020 has been increased to 6 and isin compliance with regulation 17(1) of SEBI (LODR) Regulations 2015.
25. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS:
During the year under review there were no significant and materialorders passed by the regulators or courts or tribunals which may impact the going concernstatus of the Company and its operations in future
26. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which these financialstatements relate and on the date of this report.
27. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of the annualreturn is given in Annexure C in the prescribed Form MGT-9 which is a part of thisreport.
28. PARTICULARS OF EMPLOYEES
The information required under section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules2014 is given in Annexure D to the Board Report.)
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The company believes that energy provides the means for economic growthand hence it is important to conserve and use energy judiciously. Being a Company intotrading of Stock the scope of conservation of energy and technology absorption are verylimited. However efforts are made to further reduce energy conservation.
During the year the company's expenditure in foreign exchange was' NIL (Previous Year ' NIL) as mentioned in the notes to financial statement and thecompany did not have any foreign exchange earnings during the year.
30. CORPORATE GOVERNANCE REPORT AND BUSINESS RESPONSIBILITY REPORT
In compliance with Regulation 34 of the Listing Regulations a separatereport on Corporate Governance along with a certificate from the Auditors on itscompliance and a Business Responsibility Report forms part of this Report.
31. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as stipulated under the ListingRegulations is presented in a separate section forming part of this Report.
a) The Company is in compliance with the relevant provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand approved by the Central Government;
b) Details of various committees constituted by the Board of Directorsas per the provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Companies Act 2013 are given in the Corporate GovernanceReport and forms part of this report
c) None of the Auditors of the Company have reported any fraud asspecified under the second proviso of Section 143 (12) of the Act;
d) Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions pertaining to these itemsduring the year under review:
Details relating to deposits covered under Chapter V of the Act
Issue of equity shares with differential rights as to dividendvoting or otherwise.
Issue of shares (including sweat equity shares) to employees ofthe Company under ESOP or any other scheme.
Neither the Managing Director nor the Whole-time Director of theCompany has received any remuneration or commission from any of its subsidiaries.
Your Directors place on record their sincere thanks to bankersbusiness associates consultants employees and various Government Authorities for theircontinued support extended to your Company's activities during the year under review. YourDirectors also acknowledges gratefully the shareholders for their support and confidencereposed on your Company.
| ||For And on Behalf of The Board of Directors |
| ||Neha P. Shah |
| ||Director |
| ||DIN: 05262280 |
| ||Pankaj D. Shah |
|Place: Mumbai ||Managing Director |
|Date: August 14 2020 ||DIN: 00005023 |