TO
THE SHAREHOLDERS
The Board of Directors has pleasure in presenting the Annual Report together with
Audited Financial Statements on the business and operations of Daulat Securities Ltd.
(‘DSL or ‘Company) for the year ended 31st March 2023.
FINANCIAL RESULTS FOR THE YEAR IS AS UNDER:
|
Year ended 31.03.2023 |
Year ended 31.03.2022 |
| Profit before tax |
54,08,950.00 |
1,11,06,941.00 |
| Tax expense: |
|
|
| (1) Current tax |
13,00,000.00 |
29,00,000.00 |
| (2) Deferred tax |
(2,48,335.00) |
(3,31,111.00) |
| (3) Earlier Years |
3,14,916.00 |
92,608.00 |
| Profit for the period |
41,75,531.00 |
84,45,444.00 |
| Earning per equity share: |
|
|
| (1) Basic |
0.84 |
1.69 |
| (2) Diluted |
0.84 |
1.69 |
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis as required by the Securities and Exchange Board
of India (Listing obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations) is incorporated herein by reference and forms an integral part of this
report.
DIVIDEND
The Board of Director have decided to retain profits for future development. Hence the
Directors do not recommend any dividend for the year under review.
RESERVE
The Company does not propose to transfer of any amount to its General Reserve.
CHANGE IN NATURE OF BUSINESS
During the financial year under review, there has been no change in the nature of the
business of the Company.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company ensures and follow the corporate governance and best practices diligently.
A report of Corporate Governance is included as a part of this Annual Report. A
Certificate from the Statutory Auditors of the company M/s P D Rander & Co Chartered
Accountant confirming the compliance with the conditions of Corporate Governance in
accordance with Listing Regulations are given separately in this Annual report
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to
BSE and CSE where the Companys Shares are listed.
DEMATERIALISATION OF SHARES:
89.68% of the companys paid up equity share Capital is in dematerialized form as on 31st
March, 2023 and balance 10.32% is in physical form. The Companys Registrars are M/s
Maheshwari Datamatics Private Ltd. having their office at 23, R N Mukherjee Road, 5th
Floor Kolkata-700001.
BOARD AND COMMITTEE MEETINGS
The Board of Director duly met 5 (Five) times during the Financial Year from 1st
April 2022 to 31st March 2023. The intervening gap between the meetings was
within the period prescribed under the Companies Act, 2013 and the SEBI Listing
Regulations. The dates on which the meetings were held are as follows. 30th May
2022, 08th August, 2022, 31st October 2022, 13th February 2023 and
25th March 2023.
At present, the Board of Directors has the following three Committees:
I. Audit Committee
II. Nomination & Remuneration Committee
III. Stakeholders Relationship Committee
The details of composition of the Board and its various Committees, brief terms of
reference, meetings held during the year under review and attendance of the Directors are
provided in the Corporate Governance Report.
BOARD EVALUATION
Your Company has laid down the process and criteria for Annual Performance Evaluation
of the Board, its Committee and Individual Directors pursuant to the provisions of the Act
and the SEBI Listing Regulations. The Nomination and Remuneration Committee (NRC) reviewed
the performance of the individual Directors and the Board as a whole. In terms of the
provisions of the Act and SEBI (LODR) Regulations, 2015, the Board of Directors carried
out evaluation process of its own performance, its various committees and individual
Directors. A structured questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the Boards functioning. The
criteria applied in the evaluation process are explained in the Corporate Governance
Report.
The Independent Directors met on 08-08-2022 & 31-10-2022 and reviewed the
performance of the Board, its Committees and Individual Directors.
REMUNERATION POLICY FOR THE BOARD AND SENIOR MANAGEMENT
Based on the recommendations of the NRC, the Board has approved the Remuneration Policy
for Directors, Key Managerial Personnel (‘KMPs) and all other employees of the
Company. The Remuneration Policy lays down parameters on which remuneration is decided and
paid to the Executive Directors, KMPs and employees of the Company. The Committee reviews
and recommends to the Board the base salary, incentives/commission, other benefits,
compensation, or arrangements for the Executive Non-Executive Directors and KMP for
approval. The Committee coordinates and oversees the annual self-evaluation of the
performance of the Board, Committees and of individual Directors. During the year under
review, there has been no change to the Policy. The Policy is available on the website of
the Company.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (‘Rules) are annexed to this report (Annexure-A).
DIRECTORS:
a) Changes in Directors & Key Management Personnel
The following changes have occurred to the Board of Directors of the Company during the
year under review and as on the date of the Report: RE-APPOINTMENT OF DIRECTOR RETIRING BY
ROTATION
Mr. Ajit Kocher (DIN NO- 00933365) Director of the Company retire by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for reappointment.
Resolution seeking shareholders approval for their re-appointment forms part of the
Notice.
APPOINTMENT OF DIRECTORS
Based on the recommendations of the NRC and in terms of the provisions of the Companies
Act, 2013, the Company appointed Mrs. Anamika Kocher (DIN: 07748839) as a Director
designated as Non-Executive, Non-Independent Director (Woman Director) of the Company. Her
appointment as a Director was confirmed at the (1/2022-23) Extra-Ordinary General Meeting
held on 16th March, 2023.
Based on the recommendations of the NRC and in terms of the provisions of the Companies
Act, 2013, Mr. Dinesh Agarwal (DIN: 00236121), was appointed as an Additional Director
designated as an Independent Director on the Board of the Company, not liable to retire by
rotation, with effect from9th August, 2023, for a term of Five Years period
commencing from9th August, 2023 up to8th August, 2028. A notice
under Section 160(1) of the Act has been received from a shareholder signifying his
intention to propose Mr. Dinesh Agarwals appointment as an Independent Director on the
Board of the Company. The resolution for confirmation of appointment of Mr. Dinesh Agarwal
as an Independent Director of the Company shall be placed at the ensuing 30th Annual
General Meeting.
Based on the recommendations of the NRC and in terms of the provisions of the Companies
Act, 2013, Mr. Prateek Bhansali (DIN: 07824517), was appointed as an Additional Director
designated as an Independent Director on the Board of the Company, not liable to retire by
rotation, with effect from 9th August, 2023, for a term of Five Years period
commencing from 9th August, 2023 up to 8th August, 2028. A notice
under Section 160(1) of the Act has been received from a shareholder signifying his
intention to propose Mr. Prateek Bhansalis appointment as an Independent Director on the
Board of the Company. The resolution for confirmation of appointment of Mr. Prateek
Bhansali as an Independent Director of the Company shall be placed at the ensuing 30th
Annual General Meeting
Based on the recommendations of the NRC and in terms of the provisions of the Companies
Act, 2013, Mr. Rohit Kumar Somani (DIN: 01062129), was appointed as an Additional Director
designated as an Independent Director on the Board of the Company, not liable to retire by
rotation, with effect from 9th August, 2023, for a term of Five Years period
commencing from 9th August, 2023 up to 8th August, 2028. A notice
under Section 160(1) of the Act has been received from a shareholder signifying his
intention to propose Mr. Rohit Kumar Somanis appointment as an Independent Director on
the Board of the Company. The resolution for confirmation of appointment of Mr. Rohit
Kumar Somani as an Independent Director of the Company shall be placed at the ensuing 30th
Annual General Meeting.
CESSATION OF DIRECTORS
Mrs. Vasudha Chhajer (DIN: 05102531) ceased to be an Non-Executive, Non-Independent
Director (Woman Director) on the Board of the Company, with effect from 29th
September, 2022 due to her retirement.
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI
Listing Regulations, that they meet the criteria of independence as laid out in Section
149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.
In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company and the Board is satisfied of
the integrity, expertise, and experience (including proficiency in terms of Section 150(1)
of the Act and applicable rules thereunder) of all Independent Directors on the Board.
Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company
have included their names in the data bank of Independent Directors maintained with the
Indian Institute of Corporate Affairs.
None of the Directors of the Company are disqualified under Section 164 (1) & 164
(2) of the Act.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company.
KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr.
Jitendra Kochar, Managing Director, Mr. Surya Prakash Lunia, Chief Financial Officer and
Ms. Sneha Agarwal, Company Secretary. During the year under review, there has been no
change in the Key Managerial Personnel.
DIRECTORS RESPONSIBILITY STATEMENT:
Yours directors confirm that:
i) In the preparation of the Annual Accounts for the Financial Year ended 31st
March, 2023, the applicable accounting standards have been followed along with the proper
explanation relating to material departures;
ii) The Directors have 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 as at the end of the Financial Year 31st
March, 2023 and of the Profit of the Company for that period.
iii) The Directors have taken proper and sufficient care 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,
iv) The Directors have prepared the Annual Accounts for the Financial Year ended 31st
March 2023 on a going concern basis.
v) The Board has laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and are operating effectively.
vi) The Directors have devised proper system to ensure compliance with the provisions
of all applicable laws and that such systems are adequate & operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO:
A. CONSERVATION OF ENERGY
The operations of your Company are not energy-intensive. However, adequate measures
have been initiated for conservation of energy.
B. TECHNOLOGYABSORPTION
Not applicable in view of the nature of activities carried on by the Company.
C. EXCHANGE EARNING AND OUTGO
Foreign exchange earnings and outgo-NIL
DEPOSIT:
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from the public was outstanding as on the date of the
balance sheet.
AUDIT OBSERVATIONS:
There has been no qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report. Also no offences of fraud was reported by the Statutory Auditors
under Section 143(12) of the Companies Act, 2013.
AUDITORS:
Statutory Auditors
At the Annual General Meeting held on September 25, 2018, M/s. P D RANDAR & CO,
Chartered Accountants, (Firm Registration No- 319295E) 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 2023.
Further, the Company had proposed the re-appoint M/s. P. D. RANDAR & CO, (FRN No.
319295E)) Chartered Accountants, Kolkata, as Statutory Auditors of the Company for a
second term of five years at the ensuing 30th AGM to hold office from the
conclusion of this meeting till the conclusion of the 35th AGM of the Company
to be held in the calendar year 2028.
The Auditors have given a confirmation to the effect that they are eligible to continue
with their appointment and have not been disqualified in any manner from continuing as
Statutory Auditor.
No observations are made in the Audit Report on Standalone Financial Statements and do
not call for any further comments under Section 134 of the Companies Act, 2013.
SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the provisions of the
applicable secretarial standards issued by The Institute of Company Secretaries of India
and such systems are adequate and operating effectively.
SECRETARIAL AUDIT
Section 204 of the Act, inter alia, requires every listed company to annex to its
Boards report, a Secretarial Aud it Report, given in the prescribed form, by a Company
Secretary in practice.
The Board had appointed Puja Pujari & Associates, (Membership No. A54368),
Practicing Company Secretaries, as the Secretarial Auditor to conduct Secretarial Audit of
the Company for the FY 2022-23. According to the provision of section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in
Practice in enclosed as a part of this report Annexure-A. There are no qualifications,
observations, adverse remark or disclaimer in the said Report.
SHARE CAPITAL:
a) Issue of equity Shares with Differential rights
The Company has not issued any equity shares with differential rights as per details
provided in rule 4 of Companies (Share Capital & Debentures), Rules 2014.
b) Issue of Sweat Equity Shares
The Company has not issued any Sweat equity shares as per details provided in rule
8(13) of Companies (Share Capital & Debentures), Rules 2014.
c) Issue of Employees Stock Options
The Company has not issued any Employee Stock Option as per details provided in rule
12(9) of Companies (Share Capital & Debentures), Rules 2014.
d) Provision of money by company for purchase of its own shares by employees or by
trustees for the benefit of employees
The Company has not purchased its own shares either from employees or by trustees for
the benefit of employees.
EXTRACT OF ANNUAL RETURN:
The Annual Return for financial year 2022-23 as per provisions of the Act and Rules
thereto, is attached herewith the Boards Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company does not have any subsidiary, associate, or joint ventures companies under
the provisions of Companies Act, 2013. Hence, requisite disclosures as per Section 129(3)
of the Companies Act, 2013 in Form AOC-1 of Companies (Accounts) Rules, 2014 is not
applicable.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions pertaining to Corporate Social Responsibility were not applicable to the
Company, since the Company was not falling within the ambit of the statutory thresholds as
prescribed under Section 135 of the Act. Hence, the disclosure as per rule 9 of companies
(Corporate Social Responsibility policy) Rules 2014 will not be applicable as this company
does not fall within the ambit of this section.
Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal
of complaints of sexual harassment at workplace. The Company has complied with the
provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has not received any complaint on sexual harassment during the year under
review.
VIGIL MECHANISM:
The board has adopted the Whistle blower policy. The policy has provided a mechanism
for directors, employees and other person dealing with the company to report to the
chairman of the Audit Committee, any instance of unethical behavior, actual or suspected
fraud or violation of code of conduct of the company.
PARTICULARS OF LOAN GURANTEES OR INVESTMENTS:
The Company has not given any guarantee or provided any security in connection with a
loan to any other body corporate or person during the Financial Year under review.
INTERNAL FINANCIAL CONTROL
The Company has adequate Internal Financial Control procedures commensurate with its
size and nature of business.
The company has already carried out an audit on Internal Financial Control by the third
party. The statutory auditor has also commented on the Internal Financial Control on
financial reporting in their report.
RELATED PARTY TRANSACTION:
Related party transactions that were entered during the Financial Year were on an arms
length basis and were in the ordinary course of business. There was no materially
significant related party transaction with the Companys Promoters, Directors, Management
or their relatives, which could have had a potential conflict with the interests of the
Company. Transactions with related parties entered by the Company are in the normal course
of business activity. Detail of related party transaction provided separately in notes to
accounts.
The Board of Directors of the company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transaction between the Company and its Related
Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules
there under and the Listing Agreement. This Policy was considered and approved by the
Board.
RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the company and the policy of
the Company on risk management is provided in Management Discussion and Analysis. Business
risks and mitigation strategy are discussed in the Board meetings on a periodical basis.
LOANS FROM DIRECTORS
The Company has not received any loans from its directors during the financial year
under review.
Details of percentage increase in remuneration of each Director, Chief Financial
Officer & Company Secretary in the Financial Year 2022-23 are as follows:
|
|
Remuneration |
|
| Name |
Designation |
2022-2023 |
2021-2022 |
Increase % |
| Mr. Madhusudan Daga |
Independent and Non Executive Director |
0 |
0 |
0 |
| Mr. Jaideep Jiloka |
Independent and Non Executive Director |
0 |
0 |
0 |
| Dr. P. R. Kamdar |
Independent and Non Executive Director |
0 |
0 |
0 |
| Mr. Jitendra Kochar |
Managing Director |
300000 |
300000 |
0 |
| Mr. Ajit Kochar |
Whole time Director |
0 |
0 |
0 |
| Mrs.Vasudha Chhajer |
Director |
0 |
0 |
0 |
| Mrs. Anamika Kocher |
Non Independent and Non Executive Director |
0 |
0 |
0 |
| Mr. Surya Prakash Lunia |
Chief Financial Officer |
600000 |
600000 |
0 |
| Ms. Sneha Agarwal |
Company Secretary |
180000 |
180000 |
0 |
B. Percentage increase in the median remuneration of all employees in the Financial
Year 2022-23: NIL
C. Number of permanent employees on rolls of the Company as on 31st March, 2023:12
D. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration.
The salaries of other than Managerial Personnel has increased by NIL while salaries of
Managerial Personnel has increased by NIL.%. The increase in Managerial Remuneration is in
line with increase in other than Managerial Personnel and industry standards.
E. Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the
Directors, Key Managerial Personnel and senior management is as per the Remuneration
Policy of your Company.
For and on behalf of the Board of Directors
Jitendra Kochar Manager Director
DIN: 00556392
Date: 29-08-2023
Place: Kolkata
+91-9892691696
