BOARD'S REPORT For the financial year April 1, 2014 to March 31, 2015 (Pursuant to the Companies Act, 2013) To The Members of DHOOT INDUSTRIAL FINANCE LIMITED Your Directors have pleasure in presenting the 37th Annual Report of the Company together with the audited accounts for the year ended March 31, 2015. 1. Financial summary/highlights and State of Company's affairs. During the said financial year: a. The turnover of the Company is Rs.13,025.49 Lacs /- as against Rs.7,282.01 Lacs /- for the last year. b. The net profit/ of the Company is Rs.414.29 Lacs /- as against Rs.161.63 Lacs /- for the last year. 2. Change in the nature of business. Not applicable. 3. Board Meetings. The Board met 5 times on May 30, 2014; July 7, 2014; August 12, 2013; November 14, 2014 and February 13, 2015 during the said financial year. 4. Audit Committee. The Audit Committee was formed on April 21, 2003. The Audit Committee consists of Mr. Rajesh M. Loya - Chairman and Members - Mr. Girish C. Choksey, Mr. AbhayFirodia and Mr. Rajgopal R. Dhoot. The Audit Committee met 4 times on May 30, 2014; August 12, 2014; November 14, 2014 and February 13, 2015 during the said financial year. 5. Stakeholder Relationship Committee. The Stakeholder Relationship Committee was formed on April 21, 2003 to consider and resolve the grievances of security holders of the Company. The Stakeholder Relationship Committee consists of Mr. Rajesh M. Loya - Chairman and Mr. Bharat C. Mistry - Member. The Stakeholders Relationship Committee met 2 times on April 15, 2014 and October 15, 2014 during the said financial year. 6. Reserves. The Board do not propose to carry any amount to reserves for the said financial year 7. Dividend. Your Directors do not recommend any dividend for the year with a view to conserve the resources for the future growth of the Company. 8. Particulars of loans and investment and utility purpose by the recipient under section 186. Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 10,27to the standalone financial statement). 9. Particulars of contracts or arrangements with related parties under Section 188 (1). Particulars of contracts or arrangements with related parties referred to Section 188 (1) is annexed here in form AOC-2, at Annexure I. 11. Policy on Directors' appointment, remuneration and others as formulated by the Nomination & Remuneration Committee. The Nomination & Remuneration Committee has formulated the following policy: a. Directors' appointment and remuneration: As best suited for Company's business and in accordance with the applicable law. b. Criteria for determining qualifications, positive attributes and independence of a Director: As per the Companies Act, 2013. c. Remuneration for key managerial personnel and other employees: At present Non-executive and Independent Directors are not paid any remuneration except sitting fees for attending Board Meetings. The Managing Director is paid remuneration as per the terms of his appointment. 12. Statement on declaration given by Independent Director/s under Section 149. Mr. Rajesh M. Loya - Chairman and Members - Mr. Girish C. Choksey, Mr. Abhay Firodia and Mr. Rajgopal R. Dhoot- Independent Director/s has given declarations that they meets the criteria of independence for said financial year as provided in section 149 as on 01/10/2014 i.e. with effect from their new term of appointment. 13. Formal annual evaluation. The Board of Directors has devised a policy for the performance evaluation and accordingly evaluation process was carried for the financial year for Board of Directors, Board Committees, Independent Directors and other individual Directors. 15. Details on deposits covered under Chapter V - the Companies (Acceptance of Deposits) Rules, 2013 of the Act. Not applicable 16. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. Not applicable 17. Other Company/ies which have become or ceased to be Company's subsidiaries, joint ventures or associate companies. Not applicable 18. Performance and financial position of Associate Company included in the consolidated financial statement: N. A. 19. Extract of annual return. The extract of the annual return is annexed here, in form MGT. 9, at Annexure II. 20. Disclosures about Corporate Social Responsibility. Not applicable 21. Disclosure on Remuneration. None of the employees of the Company fall within the purview of the provisions of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no information is required to be disclosed. 22. Material changes between the period 31/03/2015 and 29/05/2015. No material changes and commitments have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report affecting the financial position of the Company. 23. Details in respect of adequacy of internal financial controls with reference to the financial statements. The Company has in place adequate internal financial controls with reference to financial statements. During The year, such controls were tested and no reportable material weakness in the design or operation were observed. 24. Risk management policy. During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property,IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequaterisk management infrastructure in place capable of addressing those risks. 25. Vigil mechanism. The Company has established vigil mechanism for directors and employees to report genuine concerns, to provide for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and provides for direct access to the Mr. Rajesh Loya - Chairperson of the Audit Committee in exceptional cases.The details of establishment of such mechanism have been disclosed on the website of the Company. 26. Statutory Auditors. M/s. Bansi S. Mehta & Co., Chartered Accountants (Firm Reg. No. - 100991W), Statutory Auditors of the Company who retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment for the year 2015-2016. Your Directors' recommend their re-appointment until the conclusion of the next Annual General Meeting. 27. Secretarial Audit Report. The Secretarial Audit Report as given by Ms. Manisha Khater of M/s. Manisha C. Khater & Associates -Company Secretaries (Membership No. 22672 & COP No. - 8692)is enclosed herewith in Form MR. 3 at Annexure III. 28. Explanation/ Comments by the Board on qualification, reservation or adverse remark or disclaimer made in Auditors' Report and Secretarial Audit Report. Not applicable. 29. Directors' responsibility statement. Your Directors' confirm that: a. In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures; b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d. The Directors had prepared the annual accounts on a going concern basis; and e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively 30. Acknowledgments. Your Directors wish to place on record its appreciation to the Staff, Executives, Company's Bankers, Auditors and Government Authorities for their co-operation, guidance and support. For & on behalf of the Board Rajgopal Dhoot Chairman Bharat Mistry Chief Financial Officer Place: Mumbai Date: May 29, 2015 |