To The Members
Your Directors have pleasure in presenting their 26th Annual Report of thebusiness and operations of the Company along with the Audited Financial Statement ofAccounts for the Financial Year Ended 31st March 2021.
1. FINANCIAL PERFORMANCE
Your Company's financial performance during the year is summarised below:
(Rs. in Lacs)
|Particulars ||Current Yr. ||Previous Yr. |
|Turnover ||8249.780 ||7671.863 |
|Other Income ||14.780 ||18.235 |
|Profit/(loss) before Depreciation and Taxation ||485.573 ||419.397 |
|Depreciation ||83.141 ||72.032 |
|Profit/(Loss) before taxation ||402.432 ||347.364 |
|Less: Provision for Taxation ||118.646 ||90.998 |
|Profit/(Loss) after tax ||283.785 ||256.365 |
|Balance carried to Balance Sheet ||283.785 ||256.365 |
2. PERFOMANCE PROSPECTS AND OUTLOOK
The Company has achieved a sales turnover of Rs. 824978007 as compared to Rs.767186325 for the previous year. The Company has earned a profit after tax of Rs.28378578 as compared to profit of Rs. 25636554 for the previous year. The Company hasstarted the production of automotive tyres (both Tubeless and Tube type) from mopedScooter onwards to Giant Vehicles in their existing plant of Automotive tubes with theaddition of new machineries.
After reviewing the financial results your Directors are pleased and are willing toshare Company's profitability with its ultimate owners (i.e. Shareholders) and recommend adividend of Rs. 1.20 per Equity Shares (12%) for the financial year under review. Thetotal dividend amount for the Financial Year 2020-21 shall be Rs. 9026995.2. Thedividend on Equity shares is subject to the approval of the Shareholders at the ensuingAnnual General Meeting of the Company. The dividend once approved by the Shareholders willbe payable to those Members whose name appear in the Register of Members as on the date ofBook Closure. The Register of Members and Share Transfer Books of the Company will remainclosed from 19/09/2021 to 25/09/2021 (both days inclusive) for the purpose of payment ofdividend for the financial year ended March 31 2021.
4. TRANSFERS TO RESERVES
The Board of Directors of the Company has decided to retain the entire amount ofprofits in the Reserve and Surplus Account and not to transfer any amount to the GeneralReserve.
5. SHARE CAPITAL
During the year under review there were no changes in the Authorized IssuedSubscribed and Paid-up Share Capital of the Company.
Authorized Share Capital:
The Authorized Share Capital of the Company as at 31st March 2021 stood atRs. 80000000 divided into 8000000 Equity Shares of Rs.10/- each.
Issued Subscribed and Paid-up Capital:
The Issued Subscribed and Paid-up Capital of the Company as at 31st March2021 stood at Rs. 75224960/- divided into 7522496 Equity Shares of Rs.10/- each.During the year under review there was neither any issue of Equity Shares withdifferential rights as to dividend voting or otherwise nor grant of any stock options orsweat equity under any scheme.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of Board:
As on date of this report the Composition of Board of Directors is as follows:
|Name of Directors ||Designation ||Date of Appointment at current designation ||Directorship held in other Companies || |
1No. of Committee
| || || || ||In which director is member ||In which director is chairman |
|Kawaljit Singh ||Managing Director ||01/11/2020 ||- ||2 ||- |
|Surinder Pal Singh ||Joint Managing Director ||01/11/2016 || || || |
|Ratinder Kaur ||Whole Time Director ||01/11/2020 ||- ||- ||- |
|Prabhsimran Singh ||Whole Time Director ||01/09/2020 || || || |
|Harsimran Singh ||Whole Time Director ||01/09/2020 || || || |
|Amandeep Kaur ||Independent Director ||07/03/2017 ||- ||- ||3 |
|Manisha Mittal ||Independent Director ||20/05/2018 ||- ||- ||- |
|Tarundeep Singh ||Independent Director ||13/06/2018 ||- ||2 ||- |
|Aanchal Gupta ||Independent Director ||01/09/2020 || ||3 || |
|Yashul Goyal ||Independent Director ||01/09/2020 || || || |
** Mr. Kanwaljit Singh (DIN: 00941928) Managing Director has resigned from hispost w.e.f. August 01 2020. *Mr. Rahul Gupta (DIN: 07662406) Independent Director hasresigned from his post w.e.f September 01 2020.
1. Committee includes Audit Committee Nomination and remuneration Committee andStakeholder's Relationship Committee.
The composition of Board of Directors complies with the requirements of the CompaniesAct 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Company is exempted from requirement of having composition ofBoard as per Regulation 17 of Listing Regulations. None of Directors of the Board is amember of more than ten Committees or Chairman of more than five committees across all thePublic Companies in which they are Director. The necessary disclosures regarding Committeepositions have been made by all the Directors. None of the Director of the Company isserving as a Whole Time Director or Managing Director in any Listed Company and is holdingposition of Independent Director in more than 3 Listed Company and none of the Director ofthe Company is holding position of Director in more than Eight Listed Entities and none ofthe Director is serving as a Independent Director in more than 7 Listed Company. None ofthe Directors of the Company is disqualified for being appointed as Director as specifiedin Section 164 (2) of the Companies Act 2013.
Appointment/Reappointment/Resignation of Board of Directors/Key Managerial Personnel
During the Financial Year 2020-21 Mr. Kanwaljit Singh (DIN: 00941928) resigned from thepost of Managing Director and KMP w.e.f. August 1st 2020 and Mr. Rahul Gupta(DIN: 07662406) resigned from the post of Independent Director w.e.f. September 1st2020.
Based on the recommendation of Nomination and Remuneration Committee the Board hasproposed for appointment/reappointment of Directors as detailed below:
|Name of Directors ||DIN ||Designation ||Appointment/ Re-appointment ||Date and terms of Appointment/ Re-appointment |
|Mr. Surinder Pal Singh ||00942870 ||Joint Managing Director ||Re-appointment ||For a term of 5 Years from November 01 2021 to October 31 2026 |
The Company has received the following documents from him: a. Consent in writing to actas Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment andQualification of Directors) Rules 2014; b. Intimation in Form DIR-8 pursuant to terms ofthe Companies (Appointment and Qualification of Directors) Rules 2014 to the effect thathe is not disqualified as per Section 164 (2) of the Companies Act 2013; and
During the F.Y. 2020-21 following appointments/ re-appointment were made:
1. Mr. Kawaljit Singh (DIN: 00942794) was re-appointed as the Chairman and ManagingDirector and KMP of the company for a term of 5 years w.e.f. 1st November 2020till 31st October 2025. 2. Ms. Ratinder Kaur (DIN: 00944751) was re-appointedas Whole Time Director of the company for a term of 5 years w.e.f. 1stNovember 2020 till 31st October 2025. 3. Mr. Harsimran Singh (DIN: 08836515)was appointed as Whole Time Director of the company for a term of 5 years w.e.f. 1stSeptember 2020 till 31st August 2025. 4. Mr. Prabhsimran Singh (DIN:07371306) was appointed as Whole Time Director of the company for a term of 5 years w.e.f.1st September 2020 till 31st August 2025. 5. Mr. Yashul Goyal(DIN: 08851633) was appointed as Independent Director of the company for a term of 5 yearsw.e.f. 1st September 2020 till 31st August 2025. 6. Ms. AanchalGupta (DIN: 08851607) was appointed as Independent Director of the company for a term of 5years w.e.f. 1st September 2020 till 31st August 2025.
Retirement by Rotation:
In accordance with the provisions of the Articles of Associations and Section 152(6) ofthe Companies Act 2013 Mr. Surinder Pal Singh (DIN: 00942870) Joint Managing Director(Executive Director) and Mrs. Ratinder Kaur Whole Time Director (Executive Director) ofthe Company retire by rotation at the ensuing annual general meeting. They being eligiblehave offered their reappointment on the Board. During the year 2019-20 Mr. Kawaljit Singh(DIN: 00942794) Whole Time Director would have retired by rotation at the Annual GeneralMeeting and being eligible had offered himself for re-appointment and the members hadapproved his re-appointment. The relevant details as required under the Regulation 36 (3)of Listing Regulations and Secretarial Standards of the person seeking re-appointment asDirector are also provided in the Notice convening the 26th Annual GeneralMeeting.
Key Managerial Personnel (KMP's):
In accordance with the section 203 of the Companies Act 2013 Ms. Celespreet KaurCFO continued to KMP of the company. Ms. Nancy Singla Company Secretary and ComplianceOfficer resigned from the post w.e.f 11th December 2020 and Ms. Ankita Sahujoined the Company on 12th December 2020 as Company Secretary and ComplianceOfficer of the Company pursuant to provisions of Companies Act 2013 read with rule andregulations made thereunder and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
7. DECLARATION BY INDEPENDENT DIRECTORS
Mr. Tarundeep Singh Ms. Manisha Mittal Ms. Amandeep Kaur Ms. Aanchal Gupta and Mr.Yashul Goyal are Independent Directors of the Company. The Board has received declarationsfrom all the Independent Directors of the Company confirming that they meet with thecriteria of independence as prescribed under subsection (6) of Section 149 of theCompanies Act 2013 and in the opinion of the Board they fulfill the conditions specifiedin the Act and the rules made thereunder and are Independent of the management. They havealso complied with the code of Independent Directors prescribed in schedule IV to the Actand a policy for appointment and remuneration of Directors/KMPs/senior management asapproved by Board of Directors.
Meeting of independent Director: Separate meeting of Independent Directors was heldon Monday 15th March 2021 interalia to discuss:
To evaluate the performance of Non-Independent Directors performance of theBoard as a whole
Review the performance of the Chairman taking into account the views ofExecutive Directors and Non-Executive Directors. The same was discussed in the BoardMeeting that followed the meeting of the Independent Directors at which the performanceof the Board its Committees and Individual Directors was also discussed.
Assess the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
8. MEETINGS OF BOARD
The Board regularly meets to discuss and decide on Company business policy andstrategy apart from conducting other Board related businesses. However in case of aspecial and urgent business need the Board's approval was taken by passing resolutionsthrough circulation as permitted by law and these were confirmed at the next BoardMeeting. The notices of Board Meetings are given well in advance to all the Directors. TheAgenda is circulated at least a week prior to the date of the meeting. During the yearunder review Board of Directors of the Company met 13 (Thirteen) times on 6thMay 2020 30th May 2020 26th June 2020 22nd July2020 01st August 2020 11th August 2020 01stSeptember 2020 03rd September 2020 02nd November 2020 07thNovember 2020 12th December 2020 16th December 2020 05thMarch 2021. The details of attendance of each director at the Board Meetings are givenbelow:
|Sr. No. ||Name of Directors ||Category of Director ||Number of Board Meetings Eligible to Attend ||No. of Board Meetings Attended ||Last AGM Attended (30/09/2020) |
|1 ||Mr. Kawaljit Singh ||Promoter Chairman & Managing Director (Executive Director) ||13 ||13 ||Yes |
|2 ||Mr. Kanwaljit Singh ||Managing Director (Executive Director) ||4 ||4 ||N.A. |
|3 ||Ms. Ratinder Kaur ||Promoter Whole Time Director (Executive Director) ||13 ||10 ||Yes |
|4 ||Mr. Surinder Pal Singh ||Joint Managing Director (Executive Director) ||13 ||11 ||Yes |
|5 ||Mr. Rahul Gupta ||Independent Director (Non- Executive Director) ||6 ||2 ||N.A. |
|6 ||Ms. Amandeep Kaur ||Independent Director (Non- Executive Director) ||13 ||7 ||Yes |
|7 ||Ms. Manisha Mittal ||Independent Director (Non- Executive Director) ||13 ||9 ||Yes |
|8 ||Mr. Tarundeep Singh ||Independent Director (Non- Executive Director) ||13 ||7 ||Yes |
|9 ||Ms. Aanchal Gupta ||Independent Director (Non- Executive Director) ||6 ||5 ||Yes |
|10 ||Mr. Yashul Goyal ||Independent Director (Non- Executive Director) ||6 ||6 ||Yes |
The intervening gap between any two Meetings was within the period prescribed by theCompanies Act 2013. During the year under review no resolution by way of circulation waspassed by the Company.
9. COMMITTEES OF THE BOARD
The terms of reference of Board Committees are determined by the Board from time totime. Presently the Company has three committees i.e. Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee. All the decisionspertaining to the constitution of the Committees appointment of members and fixing ofterms of reference for committee members are taken by the Board of Directors. Details onthe role and composition of these committees including the number of meetings held duringthe financial year and the related attendance are provided below:
1. Audit Committee
The Audit Committee was constituted accordance with the Section 177 of Companies Act2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015. The Audit Committee provides reassurance to the Board on the Existenceof an effective internal control environment that ensures the efficiency and effectivenessof the operations of the Company and safeguarding of assets and adequacy of the provisionsfor all liabilities.
The Company has adequately qualified and Independent committee accordance with theprovisions of Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015. The major tasks performed by the audit committee may begrouped under the following heads: Statutory Audit Internal Audit reporting and otheraspects i. The Audit Committee of the Company is entrusted with the responsibility tosupervise the Company's internal controls and financial reporting process. The Committeeacts as a link between the Management Auditors and the Board of Directors of the Companyand has full access to the financial Information. ii. Oversight of the Company's financialreporting process and the disclosure of its financial information to ensure that thefinancial statement is correct sufficient and credible and ensuring timely submission tostatutory authorities. iii. Reviewing the Management Discussion & Analysis offinancial and operational performance. iv. Reviewing with the management the half yearlyfinancial statements and annual financial statements and auditor's report thereon beforesubmission to the board for approval. v. Review the adequacy and effectiveness of thecompany's system and internal control. vi. Evaluation of internal financial controls andrisk management systems. vii. To review the functioning of the Whistle Blower mechanism.
Audit & other duties i. Discussion with Statutory Auditors before the auditcommences about the nature and scope of audit as well as post- audit discussion toascertain any area of concern. ii. Discussion with internal auditors of any significantfindings and follow up there on. iii. Review and recommend to the Board theappointment/re-appointment of the Statutory Auditors and internal Auditors consideringtheir independence and effectiveness and their replacement and removal. iv. To recommendto the Board the remuneration of the Statutory Auditors and internal auditors. v. To grantapproval for related party transactions which are in the ordinary course of business andon an arm's length pricing basis and to review and approve such transactions subject tothe approval of the Board. During the year under the review The Audit Committee met 4(Four) times on 30/04/2020 29/08/2020 07/11/2020 and 01/03/2021. The Composition of theCommittee and details of meetings attended by its members are given below:
|Name ||Designation || |
No. of Meetings during the Financial year 2020-2021
| || ||Eligible to Attend ||Attended |
|Mr. Rahul Gupta * ||Chairperson ||2 ||2 |
| ||(Non- Executive Independent Director) || || |
|Mr. Kawaljit Singh ||Member (Executive Director) ||4 ||4 |
|Ms. Amandeep Kaur** ||Member ||2 ||2 |
| ||(Non- Executive Independent Director) || || |
| ||Chairperson (Non- Executive Independent Director) ||2 ||2 |
|Ms. Aanchal Gupta ||Member ||2 ||2 |
* Resigned w.e.f. 1st September 2020.
** Appointed as chairperson of Board Committee w.e.f. 02nd November 2020
All the members of the Audit Committee have the requisite qualifications forappointment on the Committee and possess sound knowledge of accounting practicestaxation financial and internal controls. The representative(s) of Internal Auditors andthe Statutory Auditors are permanent invitees in the meetings of the Committee and theyhave attended all the Audit committee meetings held during the year where the financialresults are considered. The Company Secretary acts as the Secretary of the Committee. TheChairman of the Audit Committee was present at the last Annual General Meeting of theCompany held on September 30 2019 for addressing the shareholders queries.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted accordance with the Section178 of Companies Act 2013 and Regulation 19 of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015. The Committee determines overall Company's policy onremuneration package and other terms and conditions of the appointment of ExecutiveDirectors and other senior management of the company as well as sitting fees toNon-Executive Directors of the Company. It also approves payment of remuneration ofManaging Director and Whole-Time Directors as decided by the members of the Company andrecommends to the Board of Directors for their consideration and approval. The terms ofreference of the Committee are as follows: 1. Formulation of the criteria for determiningqualifications positive attributes and independence of a director and recommend of theBoard a policy relating to the remuneration of the directors key managerial personneland other employees. The Nomination and Remuneration Committee shall while formulatingsuch policy ensure that (a) The level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors of the quality required to run thecompany successfully; (b) Relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and (c) Remuneration to directors key managerialpersonnel and senior management involves a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of thecompany and its goals; 2. Devising a policy on diversity of board of directors; 3.Identifypersons who are qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every director's performance;
4. To extend or continue the term of appointment of the independent director on thebasis of the report of performance evaluation of independent directors.
Nomination and Remuneration Policy:
The Nomination and Remuneration Policy adopted by the Company lays down a framework inrelation to selection Appointment/reappointment of Directors Key Managerial Personneland Senior Management along with their remuneration. It also lays down criteria fordetermining qualifications positive attributes and independence of director and othermatters provided under sub section (3) of section 178 of the Companies Act 2013. TheNomination and Remuneration Policy as adopted by the Board of Directors is placed onwebsite of the Company at www.dolfin.co.in and the web link for the same ishttps://dolfin.co.in/dolfin/wp-content/uploads/pdf-investor/nomination-and-remuneration-policy-drl.pdf.
During the year under the review The Nomination and Remuneration Committee met 3(Three) times on 06/05/2020 01/08/2020 and 11/12/2020. The Composition of the Committeeand details of meetings attended by its members are given below:
|Name ||Designation ||No. of Meetings 2020-2021 Eligible to attend ||during the Financial Year Attended |
|Mr. Rahul Gupta * ||Chairperson (Non- Executive Independent Director) ||2 ||1 |
|Mr. Kawaljit Singh ||Member (Executive Director) ||3 ||3 |
|Ms. Amandeep Kaur** ||Member (Non- Executive Independent Director) Chairperson ||2 ||2 |
| ||(Non- Executive Independent Director) ||1 ||1 |
|Mr. Tarundeep Singh ||Member (Non- Executive Independent Director) ||3 ||2 |
|Ms. Aanchal Gupta ||Member (Non- Executive Independent Director) ||1 ||1 |
** Appointed as chairperson of Board Committee w.e.f. 02nd November 2020
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. o Theperformance of the Board was evaluated by the Board Members 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. o The performance ofthe Committees was evaluated by the Board after seeking inputs from the Committee Memberson the basis of the criteria such as the composition of Committees effectiveness ofcommittee meetings etc. o The Board and the Nomination and Remuneration Committeereviewed the performance of the individual directors on the basis of the criteria such asthe contribution 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. In addition the chairman was also evaluated on the key aspectsof his role. Performance Evaluation of Independent Directors was done by the entire Boardexcluding the Independent Director being evaluated.
Remuneration of Directors:
The details of remuneration paid during the Financial Year 2020-2021 to directors ofthe Company is provided in Form MGT-9 which is part of this report.
3. Stakeholder's Relationship Committee
The Stakeholders Relationship Committee was constituted accordance with the Section178 of Companies Act 2013 and Regulation 20 of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015. The Company looks after the grievances of the Stakeholdersand Redressal of Investor's complaints related to transfer of Shares non-receipt ofBalance Sheet etc.
The Committee performs following functions:
look into the redressal of grievances of shareholders debenture holders andother security holders;
To investigate complaints relating to allotment of shares approval of transferor transmission of shares;
To consider and resolve the grievances of the security holders of the companyincluding complaints related to transfer of shares non-receipt of balance sheetnon-receipt of declared dividends; and
Issue of Duplicate Share Certificates.
Review of Share dematerialization and rematerialisation.
Monitoring the expeditious Redressal of Investor Grievances.
Monitoring the performance of Company's Registrar & Transfer Agent.
All other matters related to the shares.
During the year under the review The Stakeholder's Relationship Committee met 4 (Four)times on 15/05/2020 11/08/2020 06/11/2020 and 04/03/2021. The Composition of theCommittee and details of meetings attended by its members are given below:
|Name ||Designation ||No. of Meetings during the Financial Year 2020-2021 |
| || ||Eligible to attend ||Attended |
|Mr. Rahul Gupta* ||Chairperson (Non- Executive Independent Director) ||2 ||2 |
|Ms. Amandeep Kaur** ||Member (Non- Executive Independent Director) ||2 ||2 |
| ||Chairperson ||2 ||2 |
| ||(Non- Executive Independent Director) || || |
|Mr. Tarundeep Singh ||Member (Non- Executive Independent Director) ||4 ||4 |
|Ms. Aanchal Gupta ||Member ||2 ||2 |
| ||(Non- Executive Independent Director) || || |
** Appointed as chairperson of Board Committee w.e.f. 02nd November 2020
During the year under review the Company had not received any complaints from theShareholders. There was no complaint pending as on March 31 2021.
10. CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provide a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading. According to the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the company being a SME Listed Company of BSE Limitedis exempted from the compliance of corporate governance requirements as provided underregulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 andpara C D and E of Schedule V.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of section 134 of the Companies Act 2013 the directors herebyconfirm the following:-
1. That in the preparation of annual accounts for the year ended 31.03.2021 theapplicable accounting standards had been followed along with proper explanation relatingto departures;
2. That the directors had 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 at the end of financialyear and the profit of the Company for that period.
3. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
4. That the directors had prepared the annual accounts for the year ended March 312021 on a going concern basis.
5. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
6. That system to ensure compliance with the provisions of all applicable laws was inplace and were adequate and operating effectively.
Statutory Auditors and Auditor's Report
M/s Ravi Garg & Co. Chartered Accountants (Firm Registration No. 016998N) hadbeen appointed as Statutory Auditors of the Company at the 24th Annual GeneralMeeting held on September 30 2019 to hold office upto the conclusion of 29th AnnualGeneral Meeting of the Company. The Auditor's report on the Annual Accounts of the Companyfor the year under review is self explanatory and requires no comments. Further there areno adverse remarks or qualifications in the report that calls for Board's explanation.During the year under review there were no frauds reported by auditors under Section143(12) of Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadre-appointed Narang G. and Associates (CP No.: 16383 ACS: 43779) Practising CompanySecretaries for the financial year 2021-22 to undertake the Secretarial Audit of theCompany. M/s Narang G. And Associates Practising Company Secretaries have carried out theSecretarial Audit for the financial year ended March 31 2021 and their Secretarial AuditReport in Form No. MR-3 is annexed hereto as Annexure- V form part of this Report.
Ms. Simarpreet Kaur has been re-appointed as Internal Auditor in the Board Meeting heldon 28th June 2021 for the year 2021-2022.
In terms of Section 148 of the Companies Act 2013 and rules made there under CostAudit is not applicable to the Company.
13. EXPLANATION ON STATUTORY AUDITOR'S REPORT/SECRETARIAL AUDITOR'S REPORT
Neither the Statutory Auditor nor Secretarial Auditor of the Company in theirrespective reports has made any qualification reservation adverse marks or disclaimers.Accordingly no explanations thereon are required to be furnished.
14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgostipulated under section 134(3)(m) of the Companies act 2013 read with rule 8 of theCompanies (Accounts) Rules 2014 is annexed as Annexure-IV
15. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows: The Company has one Managing Directors Mr. Kawaljit Singhand the remuneration paid to him is Rs. 4.98 Lac p.m. The Remuneration paid to all Keymanagement Personnel was in accordance with remuneration policy adopted by the Company.
16. REMUNERATION TO DIRECTORS/EMPLOYEES AND RELATED ANALYSIS
During the year under review no employee of the Company received salary in excess ofthe limits as prescribed under the Act. Accordingly no particulars of employees are beinggiven pursuant to Section 134 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The detailspertaining to the ratio of the remuneration of each director to the median employeesremuneration and other prescribed details as required under section 197(12) of theCompanies Act 2013 read with rule 5(1) of the Companies (Appointment And Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith and forms part of this report asAnnexure - III
17. RELATED PARTY TRANSACTIONS
There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. However there were certain relatedparty transactions in terms of regulation 23 of the SEBI (listing obligations anddisclosure requirements) regulations 2015 which were entered into on an arm's lengthbasis and were in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large.
18. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES
The Company has no Subsidiary Joint Ventures or Associates.
19. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as Annexure-I which forms an integral part of thisReport and is also available on the Company's website viz. www.dolfin.co.in.
20. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
The Company has not given any loan or given guarantee for loans taken by others frombanks or financial institutions during the year. However the detail of investments madeby the Company is given in the notes to the Financial Statement.
The Company has not accepted any deposits during the year and no deposits remainedunpaid or unclaimed as at the end of the year under review and there has been no defaultin the repayments of deposits.
22. CORPORATE SOCIAL RESPONSIBILITY
Though the provisions of Companies Act 2013 regarding Corporate Social Responsibilityare not attracted to the Company yet the Company has been over the years pursuing aspart of its corporate philosophy an unwritten CSR policy voluntarily which goes muchbeyond mere philanthropic gestures and integrates interest welfare and aspirations of thecommunity with those of the Company itself in an environment of partnership for inclusivedevelopment.
23. CHANGE IN NATURE OF BUSINESS
During the year under review your company has not changed its business or objects andcontinues to be in the same line of the business as per main object of the Company.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review No Order has been passed by Regulators or Court orTribunals.
25. HUMAN RESOURCES
The well discipline workforce which has served the Company for three decades lies atthe very foundation of the Company's major achievements and shall well continue for theyears to come. The management has always carried out systematic appraisal of performanceand imparted training at periodic intervals. The Company has always recognized talent andhas judiciously followed the principle of rewarding performance.
26. RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposures potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.
27. POLICY ON PRESERVATION OF THE DOCUMENTS
The Company has formulated a Policy pursuant to Regulation 9 of the Securities ExchangeBoard of India (Listing obligations and Disclosure Requirements) Regulations 2015("Regulations") on Preservation of the Documents to ensure safekeeping of therecords and safeguard the Documents from getting manhandled while at the same in timeavoiding superfluous inventory of Documents.
28. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an effective internal control system which ensures that all theassets of the Company are safeguarded and protected against any loss from unauthorized useor disposition. The Internal Auditor of the Company carries out review of the internalsystems and procedures. The internal audit reports are reviewed by Audit Committee. YourCompany has also put in place adequate internal financial controls with reference to thefinancial statements commensurate with the size and nature of operations of the Company.During the year such controls were tested and no material discrepancy or weakness in theCompany's internal controls over financial reporting was observed.
29. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The Policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the whistleblowers has been denied access to the Audit Committee of the Board. The whistle BlowerPolicy of the Company is available on the website of the Company at www.dolfin.co.in.
30. SEXUAL HARASSMENT PREVENTION
The Company has in place a policy for prevention of sexual harassment at the workplacein line with the requirement of the Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under. The InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassments. All the employees of the Company (permanent temporary contractual andtrainees) are covered under this policy.
The Company has zero tolerance for sexual harassment at the workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment in line with theprovisions of the Sexual Harassment of Women at the workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules there under. No complaint was received during the yearunder review. Half yearly certificates duly signed by the Chairperson of InternalComplaints Committee were taken on record by the Board of Directors.
31. FINANCIAL VIABILITY OF COMPANY
The Company has not defaulted in repayment of dues to financial institutions banks andnot given any guarantee for loans taken by others from banks or financial institutionsduring the year.
32. LISTING OF EQUITY SHARES
The Equity Shares of the Company are listed on SME Platform of BSE Limited Mumbai andthe listing fees for the year 2021-2022 has been duly paid to Stock Exchange.
33. COMPLIANCES WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS
During the year under review your company has duly complied with the applicableprovisions of Secretarial Standards.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 and schedule V of SEBI (Listing Obligations and DisclosureRequirements) regulations 2015 a review of the performance of the company for the yearunder review Management Discussion and Analysis Report is presented under separatesection attached as Annexure-VI forming part of this Annual Report.
35. GENERAL DISCLOSURES
Your Directors state that the Company has made disclosure in this report for the itemsprescribed in section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules 2014and other applicable provisions of the act and listing regulations to the extent thetransaction took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend right issue.
2. Issue of Sweat Equity Shares to Employees of the Company.
3. Issue of Employee Stock Options to Employees of the Company.
4. Purchase of its own shares either directly or indirectly.
5. Annual Report and other compliances on Corporate Social Responsibility.
6. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;
7. Information on subsidiary Associate and joint venture companies.
The Company has been very well supported from all quarters and therefore your directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees Dealers Suppliers Central and State Governments Bankers andothers associated with the Company. Your Directors wish to thank the banks financialinstitutions shareholders and business associates for their continued support andcooperation. We look forward to receiving the continued patronage from all quarters in theyears to come.
| || ||Dolfin Rubbers Limited |
|Place: Ludhiana ||Kawaljit Singh ||Surinder Pal Singh |
|Date: 27th August 2021 ||Managing Director ||Joint Managing Director |
| ||DIN: 00942794 ||DIN: 00942870 |
| ||26A BRS Nagar ||439R Model Town |
| ||Ludhiana 141012 ||Ludhiana 141002 |