Dolfin Rubbers Ltd Directors Report.

To,

The Members,

Your Directors have pleasured in presenting their 24th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31th March, 2019.

The summarised Financial performance of the Company is as under:

Particulars Current Yr. Previous Yr.
Turnover ( including Exports Incentives) 7009.186 5386.61
Other Income 19.55 15.26
Profit/(loss) before Depreciation and Taxation 351.78 236.65
Provision for Depreciation 62.56 56.80
Profit / (Loss) before taxation 289.22 179.85
less; Provision for Taxation 102.53 48.43
Profit/(Loss) after tax 186.69 131.41
Balance carried to Balance Sheet 186.69 131.41

PERFORMANCE . PROSPECTS AND OUTLOOK

The Company has achieved a sales turnover of Rs, 70,09,18.619 as compared to Rs. 51,86,61,435 for the previous year, The Company has earned a profit after tax of Rs. 1,86.69,028 as compared to profit of Rs, 1,31.41,296 for the previous year,

INITIAL PUBLIC OFFER

During the year under review, your Company completed its Initial Public Offering (IPO) of 20,00,000 equity shares of Rs. 10/- rach, aggregating to 2.00 cr. The Issue Price was fixed at Rs, 16/- per share. Company would like to state with great pleasure that the public issue received an overwhelming response from the investor community. The trading in shares commenced on February 10th October, 2017 at the SME Platform of Bombay Stock Exchange. Company would like to sincerely thank the investing public, institutions, customers and business partners for their trust, faith and confidence in the Company and for making the issue a grand success,

DIVIDEND

The Company has not declared any dividend during the year.

TRANSFERS TO RESERVES

During the year under review the Company earned Net Profits of Rs. 1,86,69,028/- as compared to net profits of Rs. 1,31,41,296/- of the previous year.

As per Balance Sheet dated March 31.2019 Rs. 1,86,69,028 was transferred to Reserves and Surplus aocount.

SH ARE CAPITAL

The Company got listed on SME Platform of BSE this year through an IPO, The paid up share capital of the Com patty was increased from 55.22,496 to 75,22,496 equity shares though the authorised capital remain the same.

DIR ECTORS

Composition

The Composition of Board of Directors is as follows:

Sr No Particulars No.
1 Whole Time Director 2
2 Managing Director 1
3 Joint Managing Director 1
4 Independent Director 4
TOTAL 8

Annointment /Reappointment/Resignation from Board of Directors /Key Managerial Person nel

During the Current financial Year, following changes were done in directorship of the Company:

DIRECTORS

Ms. Manisha Mittal was appointed as independent Director of the Company effective June 04, 2018 for a term of five years.

Mr. Shanti lal Malhotra was appointed as Independent Director of the Company effective April 30, 2018 and due to personal issues he resigned on May 24, 2018.

Ms. Simarpreet Kaur, Independent Director of the Company resigned effective April 13, 2018.

Mr. Tarundeep Singh was appointed as Independent Director of the Company effective April 30, 2018 for a term of five years.

COMPANY SECRETARY

Also Ms. Nancy Singla resigned from the post of Company Secretary and Compliance Officer w.e.f 31/01/2019 and Ms. Kanchan Bhatia joined the Company on 12/02/2019 as Company Secretary and Compliance Officer of the Company pursuant to provisions of Companies Act, 2013 read with rule and regulations made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declaration of Independency from Mr. Tarundeep Singh, Mr. Rahul Gupta, Ms. Manisha Mittal and Ms. Amandeep Kaur, that the Independent Directors meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and the Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

MEETINGS OF BOARD

The Board met eighteen times during the financial year on 02/04/2018, 10/04/2019, 20/04/18, 30/04/18, 10/05/18, 23/05/18, 01/06/19, 4/06/18, 6/06/18, 06/08/19, 21/08/18, 10/10/18, 06/09/18, 12/12/18, 19/12/18, 8/1/19, 12/2/19 and 12/3/19.

. The intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013.

COMMITTEES

The Following committees are formulated during the year:

1. Audit Committee

The Audit Committee was constituted, accordance with the Section 177 of Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. The Audit Committee provides reassurance to the Board on the Existence of an effective internal control environment that ensures the efficiency and effectiveness of the operations of the Company and safeguarding of assets and adequacy of the provisions for all liabilities. The details of the meetings are included in the Corporate Governance Report.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted, accordance with the Section 178 of Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. The Committee determines overall Companys policy on remuneration package and other terms and conditions of the appointment of Executive Directors and other senior management of the company as well as sitting fees to Non-Executive Directors of the Company. It also approves payment of remuneration of Managing Director and Whole-Time Directors as decided by the members of the Company and recommends to the Board of Directors for their consideration and approval. The details of the meetings are included in the Corporate Governance Report.

3. Stakeholders Committee

The Stakeholders Relationship Committee was constituted, accordance with the Section 178 of Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. The Company look after the grievances of the Stakeholders and Redressal of Investors complaints related to transfer of Shares, non-receipt of Balance Sheet etc. The details of the meetings are included in the Corporate Governance Report.

BOARD EVALUATION

The Board carried out the annual performance evaluation of its own performance, the directors individually as well as of the working of its Audit, Nomination & Remuneration and Stakeholder committee with respect to provisions pursuant to the Section 134(3) of Companies Act, 2013 and Regulations 17(10) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the details regarding which has been disclosed in Corporate Governance Report attached below.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review Company earned Rs. 59,60,009.81 on account of export transactions and Raw Material of Rs. 8,52,07,693.54 was imported on CIF basis.

UTILISATION OF IPO FUNDS

As the Company came out with the IPO in the Financial Year 2018-19, up to the date of Boards Report, the Company has utilized the funds in following manner:

Sr. No Particulars Amount
Total issue proceeds 5,20,00,000
Pre issue expenses as declared in prospectus upto June 6,00,000
IPO expenses 25,19,361
Advances paid to lead manager(as shown in financial results) 21,80,639
Amount utilized for meeting working capital requirement and other general corporate purposes 4,67,00,000

CORPORATE GOVERNANCE

As per applicable Regulations of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Companys Statutory Auditor confirming compliance forms an integral part of this Report.

Declaration by Managing Director that the Board Members and KMPs have complied with the Code of Conduct is also attached.

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 31.03.2019, 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, 1956 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 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.

AUDITORS

Statutory Auditors

M/s. Goyal Sanjay & Associates, Chartered Accountants (Firm Registration No. 010083N), had been appointed as Statutory Auditors of the Company at the 19 Annual General Meeting held on 30.09.2014 to hold office from the conclusion of this Annual General Meeting till conclusion of 24 Annual General Meeting of the Company for the year 2018-2019.

The Board of Directors in its meeting held on 03 September, 2019, on the recommendation of Audit Committee, has appointed M/s Ravi Garg & Co., Chartered Accountants (Firm Registration No. 016998N), as Statutory Auditor of the Company for a term of five years, from the conclusion of 24th Annual General Meeting of the Company to the conclusion of 29th Annual General Meeting of the Company to conduct Statutory Audit from the Financial Year 2019-20 till 2023-24.

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 had appointed Narang G. and Associates (CP No.: 16383, ACS: 43779),Company Secretaries for the financial year 2018-2019 to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31 March, 2019 is annexed.

Internal Auditors

Ms. Simarpreet Kaur has been appointed as Internal Auditor in the Board meeting held on 29 May, 2019 for the year 2019-2020.

Cost Auditor

In terms of Section 148 of the Companies Act, 2013 and rules made there under, Cost Audit is not applicable to the Company.

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.

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.

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 Director and the remuneration paid to him is Rs. 1.98 Lac per month only.

The Remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the Company.

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 employees 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.

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.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company has no Subsidiary, Joint Ventures or Associates.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Act, is annexed which forms an integral part of this Report and is also available on the Companys website viz. www.dolfin.co.in.

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. Further, during the year, no amount of unsecured loan has been taken from the Directors of the company.

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.

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.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business.

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.

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.

RISK MANAGEMENT POLICY

Although the Company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance applicable provisions of SEBI (Listing Regulation and Disclosure Requirements) Regulations 2015 the Board members were informed about risk assessment and minimization procedures after which the Board is in process to adopt a proper formulated policy. The Company has adequate Internal Control Systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on time to time basis.

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 in time avoiding superfluous inventory of Documents.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in Corporate Governance Report and also posted on the website of company.

SEXUAL HARASSMENT PREVENTION

Super Fine Knitters Limited has implemented the sexual Harassment of women at workplace (Prevention, prohibition and Redressal Act, 2013. Internal Complaints Committees as per the provisions of the act has been constituted. During the year Committee has not received any complaints of harassment.

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

GENERAL DISCLOSURES

Directors 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.

ACKNOWLEDGEMENT

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.