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Dolfin Rubbers Ltd Directors Report

Jul 19, 2024|09:46:00 AM

Dolfin Rubbers Ltd Share Price directors Report


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.


Your Companys financial performance during the year is summarized below:

(Rs. in Lakhs)


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


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


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.


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.


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.


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.


Appointment/Reappointment/Resignation of Board of Directors/Key Managerial Personnel



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.


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.


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.


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.


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.


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.


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.


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.


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.


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


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.


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


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.


The Company has no Subsidiary, Joint Ventures or Associates.


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/.


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.


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.


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.


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.


During the year under review, No Order has been passed by Regulators or Court or Tribunals.


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.


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.


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.


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.


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.


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.


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.


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.


During the year under review, your company has duly complied with the applicable provisions of Secretarial Standards.


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.


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.


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.


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

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