To,
The Members,
Your Directors have pleasure in presenting their 28th Annual Report of the
business and operations of the Company along with the Audited Financial Statement of
Accounts for the Financial Year Ended 31st March, 2023.
1. FINANCIAL PERFORMANCE
Your Companys financial performance during the year is summarized below:
(Rs. in Lakhs)
Particulars |
2022-23 |
2021-22 |
| Turnover |
10164.80 |
8350.29 |
| Other Income |
13.59 |
23.46 |
Total Income: |
10178.39 |
8373.75 |
| Profit/(loss) before Finance Cost, Depreciation and Taxation |
669.44 |
572.82 |
Less: |
|
|
| Finance Cost |
88.35 |
76.24 |
| Depreciation |
129.72 |
114.88 |
Profit/(Loss) before Tax |
451.37 |
381.69 |
Less: Provision for Tax |
119.99 |
104.88 |
Profit/(Loss) after Tax |
331.38 |
276.81 |
Total Other Comprehensive Income/(Loss) |
(20.97) |
(2.61) |
Total Comprehensive Income for the year |
310.40 |
277.81 |
| Balance carried to Balance Sheet |
310.40 |
277.81 |
2. PERFOMANCE, PROSPECTS AND OUTLOOK
The Company has achieved a sales turnover of Rs.10164.80 as compared to Rs. 8350.29 for
the previous year. The Total Comprehensive Income for the year of the Company is Rs.
310.40 as compared to income of Rs. 277.81 for the previous year.
The Company has started the production of automotive tyres (both Tubeless and Tube
type) from moped Scooter onwards to Giant Vehicles in their existing plant of Automotive
tubes with the addition of new machineries.
3. DIVIDEND
After reviewing the financial results, your Directors are pleased and are willing to
share Companys profitability with its ultimate owners (i.e. Shareholders) and recommend a
dividend of Rs. 1.20 per Equity Shares (12%) for the financial year under review. The
total dividend amount for the Financial Year 2022-23 shall be Rs. 1,20,35,870.4/-.
The dividend on Equity shares is subject to the approval of the Shareholders at the
ensuing Annual General Meeting of the Company. The dividend once approved by the
Shareholders will be payable to those Members whose name appear in the Register of Members
as on the Record Date which is 4th August, 2023. The Register of Members and
Share Transfer Books of the Company will remain closed from 05/08/2023 to 12/08/2023 (both
days inclusive) for the purpose of payment of final dividend for the financial year ended
March 31, 2023.
As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, top 1000 listed entities based on market capitalization are required to
formulate a Dividend Distribution Policy. However, your company does not fall under the
purview of above regulation and hence this regulation does not apply to the Company.
4. TRANSFERS TO RESERVES
The Board of Directors of the Company has decided to retain the entire amount of
profits in the Reserve and Surplus Account and not to transfer any amount to the General
Reserve.
5. SHARE CAPITAL
During the year under review, the Authorized Share Capital of the Company was increased
from Rs. 80000000 (Eight Crore) to Rs. 102000000 (Ten Crore Twenty Lakh) Issued,
Subscribed and Paid-up Share Capital of the Company have also been increased from Rs.
75224960 (Seven Crore Fifty Two Lakh Twenty Four Thousand Nine Hundred Sixty) to Rs.
100298920 (Ten Crore Two Lakh Ninty Eight Thousand Nine Hundred Twenty).
Authorized Share Capital (2022-23):
The Authorized Share Capital of the Company as on 31st March, 2023 stood at
Rs. 102000000 divided into 10200000 Equity Shares of Rs.10/- each.
Issued, Subscribed and Paid-up Capital (2022-23):
The Issued, Subscribed and Paid-up Capital of the Company as on 31st March,
2023 stood at Rs. 100298920/- divided into 10029892 Equity Shares of Rs.10/- each.
During the year under review there was neither any issue of Equity Shares with
differential rights as to dividend, voting or otherwise nor grant of any stock options or
sweat equity under any scheme.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment/Reappointment/Resignation of Board of Directors/Key Managerial Personnel
Directors
Resignation:
During the year under review Mr. Harsimran Singh (DIN: 08836515), Mr. Prabhsimran Singh
(DIN: 07371306) resigned from the position of Whole Time Director, w.e.f., 31st
August, 2022 and Mrs. Aanchal Gupta (DIN: 08851607) resigned from the position of
Independent Director w.e.f., 15th November, 2022.
Appointment:
During the F.Y. 2022-23 following appointments/ re-appointment were made:
1. Mr. Kanwaljit Singh (DIN: 00941928) was appointed a Whole Time Director of the
Company for a term of 3 years from 01st October, 2022 to 30th
September, 2025 his appointment was approved by members on its AGM held on 30th
September, 2022.
2. Mr. Tarundeep Singh (DIN: 08121654) was re-appointed as the Independent Director of
the company for a second term of 5 years w.e.f. 30th April, 2023 till 29th
April, 2028 his appointment was approved by members on its AGM held on 30th
September, 2022.
Retirement by Rotation:
In accordance with the provisions of the Articles of Associations and Section 152(6) of
the Companies Act, 2013, Mr. Surinder Pal Singh (DIN: 00942870), Joint Managing Director
(Executive Director) of the Company will retire by rotation at the ensuing annual general
meeting. He being eligible has offered his re-appointment on the Board.
During the year 2021-22 Mr. Kawaljit Singh (DIN: 00942794), Managing Director retired
by rotation at the Annual General Meeting, and being eligible, had offered for his
re-appointment which was subsequently approved by Shareholders.
The relevant details, as required under the Regulation 36 (3) of Listing Regulations
and Secretarial Standards, of the person seeking re-appointment as Director are also
provided in the Notice convening the 28th Annual General Meeting.
Key Managerial Personnel (KMPs):
In accordance with the section 203 of the Companies Act, 2013, Ms. Celespreet Kaur,
CFO, and Ms. Ankita Sahu, Company Secretary and Compliance Officer, continued to be the
KMP of the company.
7. DECLARATION BY INDEPENDENT DIRECTORS
Mr. Tarundeep Singh (DIN: 08121654), Ms. Amandeep Kaur (DIN: 07728094), Ms. Gurpreet
Kaur (DIN: 09499130) and Mr. Yashul Goyal (DIN: 08851633) are Independent Directors of the
Company.
Ms. Aanchal Gupta (DIN: 08851607), has resigned from the position of Independent
Director of the Company, w.e.f., 15th November, 2022.
The Board has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under subsection
(6) of Section 149 of the Companies Act, 2013 and in the opinion of the Board they fulfill
the conditions specified in the Act and the rules made thereunder and are Independent of
the management.
They have also complied with the code of Independent Directors prescribed in schedule
IV to the Act and a policy for appointment and remuneration of Directors/KMPs/senior
management as approved by Board of Directors.
Meeting of independent Director:
Separate meeting of Independent Directors was held on Wednesday, 29th March,
2023, interalia to discuss:
• To evaluate the performance of Non-Independent Directors, performance of the
Board as a whole ,
• Review the performance of the Chairman, taking into account the views of
Executive Directors and Non-Executive Directors. The same was discussed in the Board
Meeting that followed the meeting of the Independent Directors, at which the performance
of the Board, its Committees and Individual Directors was also discussed.
• Assess the quality, quantity and timeliness of flow of information between the
Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
8. MEETINGS OF BOARD
The Board regularly meets to discuss and decide on Company, business policy and
strategy apart from conducting other Board related businesses. The Board of Directors were
provided with the requisite information mentioned in the Listing Regulations well before
the Board meetings. Eight (8) meetings of the Board of Directors were held during the year
ended 31st March, 2023 the details of which are given in the Corporate
Governance Report.
The notices of Board Meetings are given well in advance to all the Directors. The
Agenda is circulated at least a week prior to the date of the meeting.
During the year under review, no resolution by way of circulation was passed by the
Company.
9. COMMITTEES OF THE BOARD
As on 31st March 2023, the Board had three Committees the Audit Committee, the
Nomination and Remuneration Committee and the Stakeholders Relationship Committee. During
the year, all recommendations made by the Committees were approved and accepted by the
Board.
A detailed note on the composition of the Board and its Committees is provided in the
Corporate Governance Report.
10. CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for corporate governance.
The Company has migrated to main board of BSE Limited w.e.f., 01st July, 2022.
Therefore, a report on Corporate Governance as required under Regulation 34 and as
stipulated in Part C of Schedule V of Listing Regulations is annexed herewith and forms
part of this report. Compliance Certificate issued by Statutory Auditors of the Company,
regarding compliance of Corporate Governance is also annexed therewith.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to provisions of section 134 of the Companies Act, 2013 the directors hereby
confirm the following:-
1. That in the preparation of annual accounts for the year ended 31st March,
2023, the applicable accounting standards had been followed along with proper explanation
relating to departures;
2. That 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 financial
year and the profit of the Company for that period.
3. That the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
4. That the directors had prepared the annual accounts for the year ended 31st
March, 2023 on a going concern basis.
5. That proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.
6. That system to ensure compliance with the provisions of all applicable laws was in
place and were adequate and operating effectively.
12. AUDITORS
Statutory Auditors and Auditors Report
M/s Ravi Garg & Co., Chartered Accountants (Firm Registration No. 016998N), had
been appointed as Statutory Auditors of the Company at the 24th Annual General
Meeting held on September 30, 2019 to hold office upto the conclusion of 29thAnnual
General Meeting of the Company.
The Auditors report on the Annual Accounts of the Company for the year under review is
self explanatory and requires no comments. Further, there are no adverse remarks or
qualifications in the report that calls for Boards explanation.
During the year under review, there were no frauds reported by auditors under Section
143(12) of Companies Act, 2013.
Secretarial Auditors
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 PDM and Associates (CP No.: 25003, ACS: 25988), Practising Company Secretaries
for the financial year 2023-24 to undertake the Secretarial Audit of the Company.
M/s PDM And Associates, Practising Company Secretaries have carried out the Secretarial
Audit for the financial year ended March 31, 2023 and their Secretarial Audit Report in
Form No. MR-3 is annexed hereto as Annexure- IV form part of this Report.
Internal Auditors
Ms. Simarpreet Kaur has been re-appointed as Internal Auditor in the Board Meeting held
on 17th July, 2023 for the year 2023-24.
Cost Auditor
In terms of Section 148 of the Companies Act, 2013 and rules made there under, Cost
Audit will be applicable to the Company starting from the FY 2023-24. In this regard, The
Board of Directors have on the recommendation of the Audit Committee appointed Cost
Auditor Mrs. Anju Pardesi (ICWAI Registration no. 003448) to carry out cost audit of the
products manufactured by the Company for the year 2023-24.
The Company has received their written consent that the appointment is in accordance
with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.
They have also confirmed that they are not disqualified to be appointed as Cost Auditors
of the Company for the year 2023-24.
The remuneration of the Cost Auditor has been approved by the Board of Directors on the
recommendation of Audit Committee. As required under the Companies Act, 2013, In terms of
the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a) (ii) of
the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost
Auditor is required to be placed before the members in a general meeting for their
ratification. Accordingly, necessary resolution is proposed for ratification for the
remuneration payable to Mrs. Anju Pardesi, Cost Auditors in the Notice convening the 28th
AGM.
13. EXPLANATION ON STATUTORY AUDITORS REPORT/SECRETARIAL AUDITORS REPORT
Neither the Statutory Auditor nor Secretarial Auditor of the Company, in their
respective 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 Outgo
stipulated under section 134(3)(m) of the Companies act, 2013 read with rule 8 of the
Companies (Accounts) Rules , 2014, is annexed as Annexure-III
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 employees
of the Company is as follows:
The Company has one Managing Directors Mr. Kawaljit Singh and one Joint Managing
Director Mr. Surinder Pal Singh the remuneration paid to them is Rs. 4.98 Lac p.m. and Rs.
2.50 Lac p.m., respectively.
The Remuneration paid to all Key management 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 of
the limits as prescribed under the Act. Accordingly, no particulars of employees are being
given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details
pertaining to the ratio of the remuneration of each director to the median employee‘s
remuneration and other prescribed details as required under section 197(12) of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment And Remuneration of
Managerial Personnel) Rules, 2014 are annexed herewith and forms part of this report as Annexure
- II
17. RELATED PARTY TRANSACTIONS
There were no contracts or arrangements entered into by the company in accordance with
provisions of section 188 of the Companies Act, 2013.
However, there were certain related party transactions in terms of regulation 23 of the
SEBI (listing obligations and disclosure requirements) regulations, 2015 which were
entered into on an arms 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.
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 as required under Section
92 of the Act, is available on the Companys website viz. https://www.dolfintyres.com/.
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 from
banks or financial institutions during the year. However, the detail of investments made
by the Company is given in the notes to the Financial Statement.
21. DEPOSITS
The Company has not accepted any deposits during the year and no deposits remained
unpaid or unclaimed as at the end of the year under review and there has been no default
in the repayments of deposits.
22. CORPORATE SOCIAL RESPONSIBILITY
Though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility
are not attracted to the Company yet the Company has been, over the years, pursuing as
part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much
beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the
community with those of the Company itself in an environment of partnership for inclusive
development.
23. CHANGE IN NATURE OF BUSINESS
During the year under review, your company has not changed its business or objects and
continues 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 or
Tribunals.
25. HUMAN RESOURCES
The well discipline workforce which has served the Company for three decades lies at
the very foundation of the Companys major achievements and shall well continue for the
years to come. The management has always carried out systematic appraisal of performance
and imparted training at periodic intervals. The Company has always recognized talent and
has judiciously followed the principle of rewarding performance.
26. RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposures, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor 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 Exchange
Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015
("Regulations") on Preservation of the Documents to ensure safekeeping of the
records and safeguard the Documents from getting manhandled, while at the same time
avoiding superfluous inventory of documents.
28. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an effective internal control system, which ensures that all the
assets of the Company are safeguarded and protected against any loss from unauthorized use
or disposition.
The Internal Auditor of the Company carries out review of the internal systems and
procedures. The internal audit reports are reviewed by Audit Committee.
Your Company has also put in place adequate internal financial controls with reference
to the financial 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 the Companys 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 Blower
Policy. The Policy enables the employees to report to the management instances of
unethical behavior, actual or suspected fraud or violation of Companys
Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle
Blower to report genuine concerns or grievances and provide for adequate safe guards
against victimization of the Whistle Blower who avails of such mechanism and also provides
for direct access to the Chairman of the Audit Committee, in exceptional cases. The
functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None
of the whistle blowers has been denied access to the Audit Committee of the Board. The
whistle Blower Policy 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 workplace
in 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 Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassments. All the employees of the Company (permanent, temporary,
contractual and trainees) are covered under this policy.
The Company has zero tolerance for sexual harassment at the workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment in line with the
provisions of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there under.
No complaint was received during the year under review.
31. FINANCIAL VIABILITY OF COMPANY
The Company has not defaulted in repayment of dues to financial institutions, banks and
not given any guarantee for loans taken by others from banks or financial institutions
during the year.
32. LISTING OF EQUITY SHARES
The Equity Shares of the Company were listed on SME Platform of BSE Limited, Mumbai but
the Company migrated to Main Board of BSE Limited w.e.f., 01st July, 2023 and
the listing fees for the year 2022-23 has been duly paid to Stock Exchange.
Migration and Listing on Main Board of BSE Limited:
Pursuant to provisions of Regulation 277 of Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, Company can voluntarily
migrate from SME Exchange to Main Board of BSE Ltd..The Board of Directors of the Company
in its meeting held on March 28, 2022 decided to migrate from BSE SME Exchange to BSE Ltd.
Main Board which was approved by the members of the Company by way of Special Resolution
vide Postal ballot which ended on April 28, 2022. The Company received in-principal
approval from BSE Limited on June 7, 2022.Your directors are happy to inform you that the
Companys equity shares are listed on the Main Board of BSE Limited with effect from July
1, 2022. Some of the benefits of the migration which has now been unlocked for the
shareholders are as follows: i. Liquidity in the transactions on secondary market due to
removal of minimum investment criteria; ii. Increase in the retail investors
participation.
33. COMPLIANCES WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS
During the year under review, your company has duly complied with the applicable
provisions of Secretarial Standards.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 and schedule V of SEBI (Listing Obligations and Disclosure
Requirements) regulations, 2015 a review of the performance of the company, for the year
under review, Management Discussion and Analysis Report, is presented under separate
section attached as Annexure-V forming part of this Annual Report.
35. GENERAL DISCLOSURES
Your Directors state that the Company has made disclosure in this report for the items
prescribed in section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014
and other applicable provisions of the act and listing regulations, to the extent the
transaction took place on those items during the year. Your Directors further state that
no disclosure or reporting is required in respect of the following items as there were no
transactions 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 or
Tribunals which impact the going concern status and Companys operations in future;
7. Information on subsidiary, Associate and joint venture companies.
36. DIVIDENDS LYING IN THE UNPAID DIVIDEND ACCOUNT:
The Company in compliance with Section 124 of Companies Act, 2013 has transferred to
the Unpaid Dividend Account the following amounts:
Sr. No. |
Type of Dividend and Year |
Amount (In Rs ) |
Year in which it will get transferred to IEPF |
| 1 |
Final Dividend 2019-20 |
34880 |
October, 2027 |
| 2 |
Final Dividend 2020-21 |
261460 |
October, 2028 |
More details are available at the website of the Company at www.dolfintyres.com.
37. ACKNOWLEDGEMENTS
The Company has been very well supported from all quarters and therefore your directors
wish to place on record their sincere appreciation for the support and co-operation
received from Employees, Dealers, Suppliers, Central and State Governments,
Bankers and others associated with the Company. Your Directors wish to thank the banks,
financial institutions, shareholders and business associates for their continued support
and cooperation. We look forward to receiving the continued patronage from all quarters in
the years to come.
|
For and on behalf of the Board |
|
Dolfin Rubbers Limited |
|
Kawaljit Singh |
|
Chairman & Managing Director |
Date: 17th July, 2023 |
|
Place: Ludhiana |
|
+91-9892691696
