BOARD'S REPORT Your Directors have pleasure in presenting their Thirty Fourth Annual Report and the audited statement of accounts for the financial year ended March 31, 2015. REGISTERED OFFICE: The registered office of the Company stands shifted from the State of Tamil Nadu to the Union Territory of Daman & Diu with effect from May 05, 2015 upon receipt of certificate of registration of Regional Director Order for change of state certifying the aforesaid change of situation of registered office. Consequently, the Corporate Identity Number (CIN) has been changed to L67100DD1983PLC004760. The details of the present address of the registered office are given below: Dolat Investments Limited, Office No.141, Center Point, Somnath, Daman, Daman & Diu 396210. DIVIDEND To enable the Company to augment and conserve money for expansion of business, the Board of Directors do not recommend Dividend this year. SHARE CAPITAL The paid up equity share capital as on March 31, 2015 was Rs. 1760.00 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, none of the Non-Executive Independent Directors of the Company holds equity shares in the Company. The following Executive Director and Non Executive Non Independent Director are holding equity Finance Cash and cash equivalent as at March 31, 2015 was Rs.58.46 lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. Deposits The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable. Particulars of Loans, Guarantees and Investments The Company has not provided any Loan, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 to any body corporate during the year ended 31st March, 2015. Analysis The Management Discussion and Analysis Report presented in a separate section forms part of the Board's Report. Corporate Social Responsibility (CSR) Initiatives Due to loss incurred by the Company in the previous year the Company did not contribute any amount pursuant to the provisions of Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility) Rules, 2014 and the various notifications/circulars issued by the Ministry of Corporate Affairs. Additional disclosures as required under the aforesaid provisions are given in Annexure-1. Business Risk Management The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. One of the key risks faced by the Company in today's scenario is the wide and frequent fluctuations in interest, currency and inflation rate and national and international political uncertainty. The Company operates in the highly competitive market with competitors who may have better ability to spend more aggressively on research and development and technology and more flexibility to respond to changing business and economic conditions. Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issues can affect our operations and profitability. However the Company is well aware of the above risks and as part of business strategy has put in mechanism to ensure that they are mitigated with timely action. The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The details of the Risk Management Policy are available on the Company's website www.dolatinvest.com. In the opinion of the Board of Directors, none of the aforementioned risks affect and/or threaten the existence of the Company. Policies: Material subsidiary During the year ended March 31, 2015, the Company does not have any material listed/unlisted subsidiarycompanies as defined in Clause 49 of the Listing Agreement. Vigil Mechanism The Board of Directors of Dolat Investments Limited are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company, the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these matters free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mr. Sunil P. Shah, Chairman of Audit Committee through email or by correspondence through post. Further details are available on the company's website www.dolatinvest.com Related Party Transaction Policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website www.dolatinvest.com Corporate Social Responsibility Contents of Corporate Social Responsibility Policy in the Board's report are given in the Report on CSR activities in Annexure 1 and on the Company's website www.dolatinvest.com Subsidiary Companies During the year under review, no company is ceased to be a subsidiary/associate/joint venture of the Company. As on March 31, 2015, the Company did not have any subsidiary. Hence, the provisions relating to consolidated financial statement as stated in Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, is not applicable to the Company. Board of Directors Appointments Pursuant to the provisions of Sections 149 and 161 of the Companies Act, 2013, as recommended by Nomination and Remuneration Committee, the Board of Directors had appointed Ms. Harsha H. Shah (Non-Independent, Non-Executive Director) as an Additional Director of the Company, a woman director, with effect from September 25, 2014 . In accordance with the provisions of the aforesaid section, Ms. Harsha H. Shah holds office up-to the date of the 34th Annual General Meeting of the Company. Appropriate resolutions seeking the consent of the Members of the Company for appointment of Ms. Harsha H. Shah as Director liable to retire by rotation forms part of the Notice convening the 34th Annual General Meeting. Ms. Harsha H. Shah is one of the promoters of the Company. Independent Directors At the 33rd Annual General Meeting of the Company held on September 18, 2014, the Members of the Company had appointed Mr. Sunil P. Shah and Mr. Shashikant H. Gosalia as Independent Directors of the Company, for a period of 5 years with effect from September 18, 2014. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Cessation Mr. Harendra D. Shah, Non Independent Non Executive Director resigned from the Board of Directors of the Company with effect from September 25, 2014. The Board of Directors wish to place on record their appreciation for the services rendered by Mr. Harendra D. Shah during his Directorship on the Board Retirement by Rotation Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Rajendra D. Shah (DIN 00005013), Managing Director retires by rotation and being eligible offers himself for reappointment. Meetings of the Board During the year, the Board of Directors met 5 times, details of which are provided in Table 3 of the Corporate Governance report. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The details of the policy on evaluation of Board's performance is available on the Company's website www.dolatinvest.com Familiarization programme for Independent Directors Pursuant to the provisions of Clause 49 of the Listing Agreement, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc. through various initiatives. The details of the aforementioned programme is available on the company's website www.doaltinvest com. Board Committees A. Corporate Social Responsibility Committee The CSR Committee comprises 1. Mr. Sunil P. Shah, Chairman of the Committee & Independent Director 2. Mr. Shashikant H. Gosalia, Independent Director 3. Mr. Rajendra D. Shah, Managing Director B. Audit Committee The Audit Committee comprises Independent Directors and Non Executive Directors 1. Mr. Sunil P. Shah, Chairman of the Committee 2. Mr. Shashikant H. Gosalia 3. Ms. Harsha H. Shah All the recommendations made by the Audit Committee were accepted by the Board. C. Nomination and Remuneration Committee The Nomination and Remuneration Committee comprises Independent Directors and Non executive Directors. 1. Mr. Sunil P. Shah, Chairman of the Committee 2. Mr. Shashikant H. Gosalia 3. Ms. Harsha H. Shah Key Managerial Personnel Mr. Vaibhav P. Shah, Chief Financial Officer of the Company was appointed as Key Managerial Personnel in accordance with the Section 203 of the Companies Act, 2013 during the financial year 2014-15. Directors' Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013: a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if b. that such accounting policies as mentioned in Note-2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the annual financial statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. Related Party Transactions All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The details of the transactions entered into between the Company and the related parties at an arms length basis is given in AOC-2 as Annexure 4. Internal Financial Controls The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., investments, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system. Significant and Material Orders Passed by the Regulators or Courts There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. Auditors and Auditors' Report Statutory auditors At the Annual General Meeting held on September 18, 2014, M/s. Sundarlal Desai & Kanodia, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Sundarlal Desai & Kanodia, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. Secretarial Audit 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 has appointed Mr. Dinesh Kumar Deora, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 2. The observations and comments given in the report of the Auditors read together with notes to accounts are self explanatory and hence do not call for any further explanation or comments under Section 134(f)(i) of the Companies Act, 2013. Corporate Governance Your Company continue to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Corporate Governance Report presented in a separate section forms an integral part of this Annual Report. Consolidated Financial Statements Since the Company does not have any subsidiary or associate company, the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, covering the consolidated financial statement is not applicable to the Company. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure 3. Extract of Annual Return The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure 5. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy. The following is the summary of sexual harassment complaints received and disposed off during the current financial year. 1. Number of Complaints received : Nil 2. Number of Complaints disposed off : Nil Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure 6 and forms part of the Board's Report. 2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company are set out in the Annexure 7 and forms part of the Board's Report. Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report. The details of the remuneration policy of the Company is available on the Company's website www.dolatinvest.com Acknowledgements Relations with employees of the Company have been cordial. The Directors express their appreciation for the sincere co-operation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company's employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders. For and on behalf of the Board of Directors RAJENDRA D SHAH Managing Director (DIN 00005013) HARSHA H SHAH Director (DIN 00012623) Place : Mumbai, date : May 29, 2015 |