DOLAT INVESTMENTS LIMITED
Your Directors are pleased to present the Thirty Sixth Annual Report of your Companyalong with the Audited Financial Statements for the financial year ended March 31 2017.
1. FINANCIAL RESULTS:
The Company's financial performance for the year under review alongwith previous year'sfigures are given hereunder:
|Particulars ||2016-17 ||2015-16 |
|Revenue from Operations ||8265.64 ||8879.88 |
|Other Income ||1.98 ||29.13 |
|Total Revenue ||8267.63 ||8909.01 |
|Profit Before interest Depreciation Extraordinary Items & Tax ||195.11 ||430.47 |
|Less: Finance Cost ||0.04 ||1.97 |
|Less: Depreciation & Amortization Expense ||0.41 ||0.67 |
|Profit before extraordinary items and tax ||194.66 ||427.83 |
|Add: Extraordinary Items ||1.87 ||- |
|Profit Before Tax ||196.53 ||427.83 |
|Total Tax Expense ||43.95 ||125.68 |
|Profit After Tax ||152.58 ||302.15 |
|Less : Proposed Dividend & Tax thereon ||- ||- |
|Transfer to General Reserve ||- ||- |
|Earnings Per Share (in ') || || |
|Basic ||0.09 ||0.17 |
|Diluted ||0.09 ||0.17 |
2. COMPANY PERFORMANCE
During the year the Company Revenue from operations was '8265.64 Lakhs as against'8879.88 Lakhs earned in the previous year. The company achieved Net Profit After Tax of'152.58 Lakhs during the year under review as compared to net profit after tax of '302.15Lakhs earned in the previous year.
In view to conserve money for expansion of business Board of Directors do notrecommend Dividend for this year.
4. SHARE CAPITAL
The paid up equity share capital as on March 31 2017 was '1760.00 lakhs. During theyear under review the Company has neither issued shares with differential voting rightsnor granted stock options / sweat equity.
5. TRANSFER TO RESERVES:
Your Directors does not propose to transfer any amount to its reserves out of theProfits of the company for the year ended March 31 2017.
During the year under review your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(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 MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
Details of Loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 as may be applicable form part of the Notes to thefinancial statements.
8. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related Party transactions that were entered into during the financial year were inthe ordinary course of business and on an arm's length basis and were in compliance withthe applicable provisions of the Companies Act 2013 (Act) read with rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. During the year Company has not entered into contract/arrangement/ transactions with Related Parties which can be considered as material innature.
All related party transactions are placed before the audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature. A statement of all Related Party Transactions is placed before theAudit committee for its review on a quarterly basis specifying the nature value andterms and conditions of the transactions if any.
A policy governing the related party transactions has been adopted by the Company andis placed on the Company's website (www.dolatinvest.com).
The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as Annexure [I] and the sameform a part of this report.
9. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review no company is ceased to be a subsidiary/associate/jointventure of the Company. Company does not have any material subsidiary.
The Company is not required to consolidate its Financial Statements for the year ended31st March 2017 as company did not have any subsidiary /joint venture / associatecompanies.
10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the financial year 2016-17 5 (Five) meetings of the Board of Directors wereheld. For details of the meetings of the board please refer to the corporate governancereport which forms part of this report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
During year under review Mr. Shashikant Haridas Gosalia resigned from the post ofIndependent Director with effect from February 14 2017 and the Board of directors placeon record its sincere appreciation of his valuable support and guidance to the Boardduring his tenure.
During the financial year 2016-17 the Board of Directors at their meeting held onFebruary 14 2017 had appointed Mr. Sailesh Kasanji Naik (DIN: 07726968) as anAdditional Director (Independent Director) of the Company. Appropriate resolution for theappointment of Mr. Sailesh Kasanji Naik as an Independent Director of the Company is beingplaced for the approval of the shareholders of the Company at the ensuing AGM for a periodof 5 (five) years from the date of his appointment.
Mrs. Harsha H. Shah Director retires by rotation and being eligible has offeredherself for reappointment.
There were no changes in the Key Managerial Personnel of the company during the year.
Independent Directors have submitted a declaration that each of them meets the criteriaof independence as provided in section 149(6) of the Act and there has been no change inthe circumstances which may affect their status as independent director during the year.
During the year the non-executive directors of the Company had no pecuniaryrelationship 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 of directors to thebest of their knowledge and ability confirm that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2017 and of the profit and lossof the Company for the financial year ended 31st March 2017;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 by the Company andsuch internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
13. BOARD EVALUATION:
The Board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations).
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theguidance note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent directors performance of non-independentdirectors and the performance of the board as a whole was evaluated.
14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT REMUNERATION AND OTHER DETAILS:
The Company's policy on directors' appointment and remuneration and other mattersprovided in section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of this report.
15. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy in accordance with the provision ofthe Act and Regulation 17 (9) of the Listing Regulations. It establishes various levels ofrisks with its varying levels of probability the likely impact on the business and itsmitigation measures. The policy has been updated on Company's website: www.dolatinvest.com
16. INTERNAL FINANCIAL CONTROLS:
Internal Audit plays a key role in providing an assurance to Management with respect tothe Company having adequate Internal Control Systems. The Internal Control Systemsprovide among other things reasonable assurance of recording the transactions of itsoperations in all material respects and of providing protection against significant misuseor loss of Company's assets. The Internal Auditors submit their Report periodically whichis placed before and reviewed by the Audit Committee.
17. DISCLOSURE UNDER THE SExUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has adopted a policy for prevention prohibition and Redressal of sexualharassment at the work place in line with the provisions of the Sexual Harassment ofwomen at workplace (Prevention Prohibition & Redressal) Act 2013 and rules madethereunder. All employees including temporary and trainee are covered under the policy.The Company has constituted an internal committee to inquire and redress the complaints.The Company has not received any complaint during the FY year 2016-17.
18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour unacceptableand improper practices or suspected fraud. The Policy provides for adequate safeguardsagainst victimisation of employees who avail of the mechanism and also provide for directaccess to the Chairman of the Audit Committee. It is affirmed that no personnel of theCompany has been denied access to the Audit Committee. The policy has been uploaded on thecompany's website www.dolatinvest.com.
19. CORPORATE SOCIAL RESPONSIBILITY:
The Company has constituted a Corporate Social Responsibility (CSR) committee whichhave recommended to the Board a Corporate Social Responsibility Policy (CSR Policy)indicating the activities to be undertaken by the Company. The Corporate SocialResponsibility policy has been devised in accordance with Section 135 of the CompaniesAct 2013. The Company is not required to spend any amount in FY 2016-17 as average netprofit of 3 preceding years is in negative.
The brief outline of the corporate social responsibility (CSR) policy of the Companyare set out in Annexure II of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014.
For other details regarding the CSR Committee please refer to the corporate governancereport which forms part of this report. The policy is available on the website of theCompany (URL: www.dolatinvest.com).
20. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
21. STATUTORY AUDITORS
Pursuant to section 139(8) of the Companies Act 2013 (the Act) M/s. V. J.Shah & Co. Chartered Accountants (Firm Registration No. 109823W) Mumbai wereappointed as statutory Auditors of the Company for FY 2016-17 through resolution passed bymembers of the company through postal ballot process to fill casual vacancy caused due toresignation of M/s. Sundarlal Desai & Kanodia Chartered Accountants (FirmRegistration No. 110560W) Mumbai.
M/s. V. J. Shah & Co. Chartered Accountants (Firm Registration No. 109823W)Mumbai retire at the ensuing Annual General Meeting and have confirmed their eligibilityand willingness to accept office of Auditors if reappointed. The Board has recommendedthe appointment of M/s. V. J. Shah Co. Chartered Accountants as statutory auditors ofthe Company for a term of five consecutive years i.e. from the conclusion of 36th AnnualGeneral Meeting of the Company scheduled to be held in the year 2017 till the conclusionof 41st Annual General Meeting to be held in 2022 for approval of shareholders of theCompany based on the recommendation of the Audit Committee.
22. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
The auditors' report and secretarial auditors' report do not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an Annexure III which forms part of this report.
23. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.
24. CHANGE IN THE NATURE OF BUSINESS :
There is no Change in the nature of the business of the Company done during the year.
25. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand on the date of this report.
27. ExTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the extract of the annual return is givenin Annexure IV in the prescribed Form MGT-9 which is a part of this report.
28. PARTICULARS OF EMPLOYEES
The information required under section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and remuneration of Managerial Personnel) Rules 2014 is given inAnnexure as V to the Board Report.
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The company believes that energy provides the means for economic growth and hence itis important to conserve and use energy judiciously. Being a Company into trading of Stockand Commodities 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'90952/-) as mentioned in the notes to financial statement and the company did not haveany foreign exchange earnings during the year.
30. DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations the Corporate governance report with Auditors'Certificate thereon and Management Discussion and Analysis are attached which form partof this report.
Your Directors place on record their sincere thanks to bankers business associatesconsultants employees and various Government Authorities for their continued supportextended to your Company's activities during the year under review. Your Directors alsoacknowledges gratefully the shareholders for their support and confidence reposed on yourCompany.
| ||For And on Behalf of The Board of Directors |
| ||Harsha H. Shah |
| ||Director |
| ||DIN: 00012623 |
| ||Rajendra D. Shah |
|Date: 28th August 2017 ||Managing Director |
|Place: Mumbai ||DIN: 00005013 |