Dolat Investments Ltd.
|BSE: 505526||Sector: Financials|
|NSE: DOLAT||ISIN Code: INE966A01022|
|BSE 09:33 | 10 Jul||47.60||
|NSE 09:29 | 10 Jul||47.60||
|Mkt Cap.(Rs cr)||838|
|Mkt Cap.(Rs cr)||837.76|
Dolat Investments Ltd. (DOLAT) - Director Report
Company director report
The Directors present the Annual Report of DOLAT INVESTMENTS LIMITED(the Company) along with the audited financial statements for the financial year endedMarch 31 2019.
1. FINANCIAL RESULTS:
The Company's financial performance for the year under reviewalongwith previous year's figures are given hereunder:
2. COMPANY PERFORMANCE:
During the year the Company Revenue from operations for FY 2018-19 atRs.11563.45 Lakhs compared to Rs.13873.39 in the previous year. The company achieved NetProfit After Tax of Rs.5057.66 Lakhs during the year under review as compared to netprofit after tax of Rs.3119.56 Lakhs earned in the previous year.
Board of Directors of the company in their meeting held on July 232018 declared interim dividend of Rs.0.10/- per Equity shares of FV Rs.1/- for FY 2018-19and same was paid on August 10 2018. Board has not declared any other dividend exceptaforesaid interim dividend.
4. SHARE CAPITAL:
The paid up equity share capital as on March 31 2019 was Rs.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 FY2019 after all appropriation and adjustments was Rs.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 form part ofthe Notes to the financial statements.
8. RELATED PARTY TRANSACTIONS:
All related Party transactions that were entered into during thefinancial year were in the ordinary course of business and on an arm's length basisand were in compliance with the applicable provisions of the Companies Act 2013 (Act)read with rules made there under and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations"). During the year Company has not entered into contract/ arrangement/transactions with Related Parties which can be considered as material in nature.
All related party transactions are placed before the audit Committeefor approval. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are repetitive in nature. A statement of all Related Party Transactionsis placed before the Audit committee for its review on a quarterly basis specifying thenature value and terms and conditions of the transactions if any.
The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 is set out as Annexure[I] and the same form a part of this report.
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 no company is ceased to be asubsidiary/associate/joint venture of the Company. Company does not have any materialsubsidiary.
The Company is not required to consolidate its Financial Statements forthe year ended 31st March 2019 as company did not have any subsidiary /joint venture /associate companies.
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the financial year 2018-19 5 (Five) 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.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Mr. Rajendra D. Shah (Managing Director - Promoter Director) resignedfrom the Board with effect from May 03 2019 due to personal reasons. The Board placed onrecord its appreciation of the valuable contribution and services rendered by him duringhis long association with the Company.
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.
The Board of Directors at its meeting held on May 03 2019 appointedMr. Pankaj D. Shah as an Additional Director of the Company with effect from May 032019. The Board at the same meeting has also appointed him as the Managing Director(Promoter Director) of the Company effective the same date for a period of five yearssubject to the approval of the Members at the ensuing AGM. As Additional Director heholds office as Director upto the date of the ensuing AGM and is eligible to be appointedas Director. Notice has been received from a Member pursuant to Section 160 of the Actsignifying the intention to propose Mr. Pankaj D. Shah for appointment as Director of theCompany. His appointment has been recommended by the Nomination and Remuneration Committeeand the Audit Committee has also approved the terms and conditions of his appointment.
Mr. Sunil P. Shah was appointed as Independent director at the ThirtyThird AGM of the Company held on September 19 2014 for the period of five years and hisfirst term conclude on September 18 2019. Board of Director on recommendation of theNomination and Remuneration Committee appointed him as Additional Director and also anIndependent Director w.e.f. 19th September 2019 to 18th September 2024 subject to theapproval of the Members at the ensuing AGM. As Additional Director he holds office asDirector upto the date of the ensuing AGM and is eligible to be appointed as Director.Notice has been received from a Member pursuant to Section 160 of the Act signifying theintention to propose Mr. Sunil P. Shah for appointment as Director of the Company.
Brief particulars and expertise of directors seeking Appointment /reappointment together with their other directorships and committee membership have beengiven in the annexure to the notice of the Annual General Meeting in accordance with therequirements of the SEBI Listing Regulations and Secretarial Standards.
There were no changes in the Key Managerial Personnel of the Companyduring the financial year 2018-19.
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 and Regulation16(1)(b) of SEBI Listing Regulations. There has been no change in the circumstances whichmay affect their status as independent director during the year.
During the year the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than the sitting fees andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act 2013 the Board ofdirectors to the best of their knowledge and ability confirm that:
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 were adequate and operatingeffectively.
13. 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.
14. 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.
15. 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
16. 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.
17. 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 2018-19.
18. 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.
19. CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to criteria specified in section 135 of the Act read withCompanies (Corporate Social Responsibility Policy) Rules 2014 CSR provisions areapplicable to the Company for FY 2018-19.
The Company has constituted a Corporate Social Responsibility (CSR)committee which have recommended to the Board a Corporate Social Responsibility Policy(CSR Policy) indicating the activities to be undertaken by the Company. The CorporateSocial Responsibility policy has been devised in accordance with Section 135 of theCompanies Act 2013. The brief outline of the corporate social responsibility (CSR) policyof the Company are set out in Annexure II of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. The company has not spendany amount in FY 2018-19.
For other details regarding the CSR Committee please refer to thecorporate governance report which forms part of this report. The policy is available onthe website of the Company (URL: www.dolatinvest.com).
20. 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.
21. 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. As the requirement ofratification of appointment of auditors at every AGM is no longer required under the Actresolution for the same is not included in the Notice. M/s. V. J. Shah & Co. havesubmitted a certificate confirming that their appointment will be in accordance withsection 139 read with Section 141 of the Act.
22. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:
The auditors' report and secretarial auditors' report do notcontain any qualifications reservations or adverse remarks. Report of the secretarialauditor is given as an Annexure III which forms part of this report.
23. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS:
Company had made an application to Reserve Bank of India (RBI) forcertification of Registration as Type- II NBFC-ND. During the year the Company'sapplication was rejected by RBI through its letter dated 23.01.2019. To comply with theaforesaid order for deletion of object clause of NBFC business from the MOA Companypassed special resolution through Postal ballot on April 17 2019 and amended the objectclauses of the Memorandum of Association. Subsequently after amending the object clause ofMOA through passing of aforesaid resolution by members Company applied to NSE formembership in Cash and Equity Derivative segments.
24. 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.
25. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of the annualreturn is given in Annexure IV in the prescribed Form MGT-9 which is a part of thisreport.
26. 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 as V to the Board Report.)
27. 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 Rs.NIL (Previous Year Rs. NIL) as mentioned in the notes to financial statement andthe company did not have any foreign exchange earnings during the year.
28. DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations the Corporate governance report withAuditors' Certificate thereon and Management Discussion and Analysis are attached whichform part of this report.
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.
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.