Daulat Securities Ltd Directors Report

The Directors of Daulat Securities Limited hereby present the 31^st Annual Report and Audited Statement of Accounts of the Company for the year ended March 31, 2024.

FINANCIAL RESULTS:

The Standalone financial results for the year ended March 31, 2023 are given below:

Rs. (in 00)

Particulars	For the year ended
	31st March, 2024	31st March, 2023
Profit before tax	4,67,561	54,090
Tax expenses
a. Current tax	(105000)	(13,000)
b. Deferred tax	(13,295)	(2,483)
c. Tax of earlier years	(170)	3,149
Profit for the period	3,49,096	41,756
Earning per equity share
a. Basic	6.98	0.84
b. Diluted	6.98	0.84

RESERVE:

The Company during the year under review has transferred NIL amount to the General Reserve.

DIVIDEND:

No dividend was declared in the financial year 2023-24.

PERFORMANCE REVIEW

The financial statements were prepared by the Company in accordance with the Companies Act, 2013 and Indian

Accounting Standard. The Companys standalone revenue from operations increased from Rs. 101.11 lakhs to Rs. 478.30 lakhs and Other Income also increased from Rs. 49.32 lakhs to Rs. 153.36 lakhs. The net profit after tax is of Rs. 349.10 lakhs as against net profit of Rs. 41.76 lakhs in the corresponding previous year.

SHARE CAPITAL:

The authorised capital stands at Rs. 6 Crore and the paid up capital at Rs. 5 Crore. During the year under review, there has not been any change in the share capital of the Company. Further the Company has not issued any sweat equity shares or bonus shares or equity shares with differential rights.

FIXED DEPOSITS:

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

The scope and authority of the Internal Auditors function is defined in their letter of engagement. To maintain its objectivity and independence, the Internal Auditors reports to the Chairman of the Audit Committee of the Board and to the Managing Director. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditors process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Board of the Company at regular intervals monitors the financial, operational and legal risk that the Company could be exposed to. There is no risk, which in the opinion of the Board may threaten the existence of the Company. Moreover, pursuant to section 134 (3) (n) of the Companies Act, 2013

(Act) it is stated that at present the company has not identified any element of risk which may threaten the existence of the Company.

INDIAN ACCOUNTING STANDARD (IND AS):

The Company obliges the Indian Accounting Standards ("IND AS"). Accordingly, the financial statement for the year 2023-24 have been prepared in accordance with IND AS, prescribed under Section 133 of the Act, read with the relevant rules issued thereunder and the other recognised accounting practices and policies to the extent applicable.

SUBSIDIARY, JOINT VENTURE, HOLDING COMPANY AND ASSOCIATE COMPANIES:

The Company is neither subsidiary nor has the same, joint venture or associate company.

DIRECTORS:

In terms of Section 152 of the Act, Mr. Ajit Kochar (DIN: 00933365), Whole Time Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment.

The tenure of Mr. Madhusudan Daga (DIN: 00557226), Mr. Jaideep Jiloka (DIN: 00606336) and Mr. Pradeep Kamdar (DIN: 00606356) as Independent Directors was till 31^st March, 2024 as per resolution passed by the members of the Company at its Annual General Meeting held on 25^th September, 2019. The Board of Directors place on record its sincere appreciation for the valuable guidance provided by the Independent Directors during their tenure.

Upon recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors at their respective meetings held on 9^th August 2023 and as ratified by the shareholders in the Annual General Meeting held on 29^th September 2023, the Independent Directors namely Mr. Rohit Kumar Somany (DIN: 01062129), Mr. Dinesh Agarwal (DIN: 00236121) and Mr. Prateek Bhansali (DIN: 07824517) were appointed. The Company has received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Re-appointment of Mr. Jitendra Kochar (DIN: 00556392) as the Managing Director and appointment of Mrs. Anamika Kochar (DIN: 07748839) as the Whole Time Director was recommended by the Nomination and Remuneration Committee and approved by the Board of Directors in their meeting on 29^th May, 2024. The approval of members of the Company for the said re-appointment/appointment is to be proposed at this Annual General Meeting. The Company has received necessary disclosure and confirmation from concerned Director(s) in connection with their appointment as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as given in the Notice convening the ensuing AGM.

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.

PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) the Board has carried out an annual evaluation of performance of its own, the Committees thereof and the Directors individually. At the meeting of the Board all the relevant factors that are material for evaluating the performance of the Committees and of the Board were discussed in detail. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were inter-alia evaluated on parameters such as level of engagement, contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board except the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process. 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 Remuneration Policy is stated in the Corporate Governance Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Companys policy is to have an optimum collaboration of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management, from falling prey to biasness and partiality. As on 31^st March, 2024, the Board has Six members, one of whom is an Executive Managing Director, one Whole Time Director, one Non-Executive Non-Independent Woman Director, and three Independent Directors. The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the Corporate Governance Report, which forms part of this Annual Report.

MEETINGS:

During the year six Board Meetings, five Audit Committee Meetings and four Stakeholder Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The Board meetings were held on 30^th May 2023, 9^th August 2023, 10^th November 2023, 13^th February 2024 and 25^th March 2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The meeting information along with the dates are mentioned in a tabular format in the Corporate Governance Report as a part of the Annual Report.

AUDIT COMMITTEE:

The Audit Committee consisted of three members, Mr. Madhusudan Daga and Mr. Jaideep Jiloka, both being independent Directors and the former being the Chairman and Mr. Ajit Kochar, Whole Time Director. The said composition was as per Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. There are no instances where the Board did not accept the recommendations of the Audit Committee. The terms of reference, powers and roles of the Committee are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31^st March, 2024 and state that: a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. 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 at the end of the financial year and of the profit of the Company for that period; c. The Directors have 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 have prepared the annual accounts on a going concern basis; e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

STATUTORY AUDITORS:

The Statutory Auditors, P.D. Randar & Co., Chartered Accountants were appointed for a second term of 5 years in the AGM on 29^th September, 2023. The Company had received a written confirmation from the Statutory Auditors confirming that their continued appointment which was in accordance with the applicable provisions of the Act. The Statutory Auditors did confirm that they satisfy the criteria of independence, as required under the provisions of the Companies Act, 2013 and that they do hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s Puja Pujari Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure II". The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board, its Committees and the General Meetings. The provisions relating to maintaining of cost record and to conduct cost audit are not applicable to the Company

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS AND DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:

The Company has received no qualification, reservation or any adverse remarks w.r.t. the audit as conducted by the statutory and secretarial auditors respectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY:

CODE OF CONDUCT:

The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and the Senior Management Personnel in the course of day to day business operations of the company. The

Code has been placed on the Companys website at www.daulatsec.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the said Code.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has established a vigil mechanism to be known as the ‘Whistle Blower Policy for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the  Companys Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. Accordingly, ‘Whistle Blower Policy has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairman of the Audit Committee of the Company. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of

Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has always obliged with the compliances laid down by the regulatory authorities for prevention of insider trading. The Company is well aware of not stepping into anything that would jeopardise its adopted conduct for prevention of insider trading. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013:

The information as required u/s 134(3) is duly mentioned in this report

TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND

PROTECTION FUND (‘IEPF):

This is not applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There has been no material changes and commitments that could affect the financial position of the Company.

CORPORATE GOVERNANCE:

The Report on Corporate Governance, Certificate of Compliance from the Practising Company Secretaries and Management Discussion and Analysis Report forms part of this Report.

DISCLOSURES:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

During the year under review, the Company has not issued any Debentures. There is no change in the nature of business of the Company.

Since the Company neither has any subsidiary not is to any, drawing of commission or remuneration by the Managing Director from subsidiary company stands irrelevant. Thereby, no disclosure is required under Section 197(14) of the Act. Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the business activities carried out by the Company.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	Number of shareholders to whom shares were transferred from suspense account during the year	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
NIL	NIL	NIL	NIL

ACKNOWLEDGEMENT:

The Directors thank the Companys employees, customers, vendors, investors and stakeholders for their continuous support. The Directors also thank the Government of India, and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of Daulat Securities Limiteds family. Finally, we appreciate and value the contributions made by all our employees and their families for making the Company what it is today.

	For and on behalf of the Board of Directors
Place: Kolkata	Ajit Kochar
Date: 1st August, 2024	Chairman & Whole Time Director
Registered Office:
86, Canning Street,
Kolkata-700001.