The Directors have pleasure in presenting the 45thAnnual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2023.
1. Financial summary/highlights and state of Company’s affairs.
During the said financial year the turnover of the Company is INR 3528.42 Lakhs as against INR 3041.20 Lakhs for the last year.
The net loss of the Company is INR (6243.71) Lakhs as against net profit of INR 15,782 Lakhs for the last year.
2. Change in the nature of Business, if any:
During the year in review, there was no change in the nature of business of the Company.
3. Board Meetings.
The Board of the Company consists of Directors as prescribed by the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
The details pertaining to composition of the Board, terms of reference, etc. of the Board of Directors of your Company and the meetings of the Board held during the financial year and the attendance thereat have been mentioned in the Corporate Governance forming part of this Annual Report.
4. Audit Committee.
The Company has an Audit Committee in place, constituted as per the provisions of Section 177 of the Companies Act, 2013. The members of the Audit Committee, its terms of reference, the meetings of the Audit Committee and attendance thereat of the members of the Committee is mentioned in the Corporate Governance Report under the appropriate heading.
5. Reserves.
The Board does not propose to carry any amount to reserves for the said financial year.
6. Dividend.
Your Directors do not recommend any dividend for the year with a view to conserve the resources for future growth of the Company.
7. Particulars of loans and investment and utility purpose by the recipient under section 186.
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 4 and 5 to the standalone financial statement).
8. Particulars of contracts or arrangements with related parties under Section 188(1).
All contracts, arrangements and transactions entered by the Company with related parties during FY 2022-23 were in the ordinary course of business and on an arm's length basis.
During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Company's policy on related party transactions. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.
However detailed disclosure on related party transactions as per IND AS-24 containing name of the related party and details of the transactions have been provided under financial statements.
The Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.dhootfinance.com. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
9. Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year.
During the year under review, Mrs. Vaidehi Rohit Dhoot was liable to retire by rotation and was reappointed in the 44th AGM
10. Policy on Directors’ appointment, remuneration and others as formulated by the Nomination & Remuneration Committee.
The Nomination & Remuneration Committee has formulated the following policy:
a. Directors' appointment and remuneration: As best suited for Company's business and in accordance with the applicable law.
b. Criteria for determining qualifications, positive attributes and independence of a Director: As per the Companies Act, 2013.
c. Remuneration for key managerial personnel and other employees: At present Non-Executive and Independent Directors are not paid any remuneration except sitting fees for attending Board Meetings. The Managing Director and the Key Managerial Personnel is paid remuneration as per the terms of their appointment.
11. Statement on declaration given by Independent Director(s) under Section 149
The Board confirms that all the Independent Directors on the Board have given a declaration of their Independence to the Board as required under Section 149(6) of the Companies Act, 2013.
12. Formal annual evaluation.
The Board of Directors has devised a policy for the performance evaluation and accordingly evaluation process was carried for the financial year for Board of Directors, Board Committees, Independent Directors and other individual Directors.
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Particulars
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Reporting for the said financial year
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A.
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Conservation of energy
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i.
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Steps taken or impact on conservation of energy
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Wherever possible, the Company strives to curtail the energy consumption on a continuous basis
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ii.
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Steps taken for utilising alternate sources of energy
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Nil
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iii.
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Capital investment on energy conservation Equipments
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Not Applicable
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B.
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Technology absorption
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i
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Efforts made towards technology absorption
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Not Applicable
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ii.
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The benefits derived like product improvement, cost reduction, product developmentor import substitution
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Not Applicable
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iii
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Imported technology (imported during last three years reckoned from the beginning of the financial year)
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Not Applicable
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a.
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the details of technology imported
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Not Applicable
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b.
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the year of import
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Not Applicable
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c.
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whether the technology has been fully absorbed
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Not Applicable
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d.
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if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
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Not Applicable
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iv.
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Expenditure incurred on research and development
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Not Applicable
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C.
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Foreign exchange earnings and outgo
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a.
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The foreign exchange earned in terms ofactual inflows during the year
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Nil
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b.
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The foreign exchange outgo during theyear in terms of actual outflow
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INR 12.68 Lakhs
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14. Details on deposits covered under Chapter V of the Companies Act. 2013 and Companies (Acceptance of Deposits) Rules. 2014.
In terms of the provisions of Sections 73 and 74 of the Companies Act, 2013, read with the relevant rules, your Company has not accepted any fixed deposits during the year under report. Details of loans taken, if any, are provided under Note 24 of Financial Statement.
15. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.
During the year in review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
16. Other Company/ies which have become or ceased to be Company’s subsidiaries, joint ventures or associate companies.
Not Applicable as the company has no subsidiaries, joint ventures or associates.
17. Performance and financial position of each of the subsidiaries, associates and joint venture Companies included in the consolidated financial statement.
The company has no subsidiary or associate company or any joint venture to be included in the consolidated financial statement of the Company.
18. Extract of annual return.
Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the website of the Company at http://www.dhootfinance.com/
19. Disclosure on Remuneration.
None of the employees of the Company fall within the purview of the provisions of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no information is required to be disclosed.
20. Material changes between the period 31/03/2022 and 18/05/2023
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report
21. Details in respect of adequacy of internal financial controls with reference to the financial statements.
The existing internal financial controls are adequate and commensurate with the nature, size, complexity of the Business and the Business Processes followed by the Company. The Company has a well laid down framework for ensuring adequate internal controls over financial reporting. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
22. Risk management policy.
Your company does not find a place in the list of top 500 listed entities, hence it does not have a Risk Management Committee.
23. Vigil mechanism.
The Company has established vigil mechanism for directors and employees to report genuine concerns, to provide for adequate safeguards against victimisation of employees and directors who avail of the vigil mechanism and provides for direct access to Mr. Rajesh Loya- Chairperson of the Audit Committee in exceptional cases. The details of establishment of such mechanism have been disclosed on the website of the Company.
24. Statutory Auditors.
As required under the provisions of section 139 of the Companies Act, 2013, and the Rules made there under, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013,
Pulindra Patel and Co, Chartered Accountants s (Firm Registration No. 115187W) were appointed as the Statutory Auditors of the Company conclusion of the 44thAnnual General Meeting (AGM) held on until the conclusion of the fifth consecutive AGM of the Company to be held in the year 2027
25. Secretarial Audit Report.
The Secretarial Audit Report as given by Ms. Isha Shah of M/s. Shah Patel & Associates - Company Secretaries (Membership No. 35253 & COP No. 15201), is enclosed herewith in Form MR-3 at Annexure I.
26. Explanation/ Comments by the Board on qualification, reservation or adverse remark or disclaimer made in Auditors’ Report and Secretarial Audit Report.
There are no qualifications, reservations or adverse remarks by the Statutory Auditors and by the Secretarial Auditors of the Company.
27. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government
The Auditors have not reported any fraud(s) during the period under review.
28. Disclosure about Corporate Social Responsibility
As per the provisions of Section 135 read with the Section 198 of the Companies Act, 2013, there is CSR obligation for the year 2022-23. The statutory disclosures with respect to CSR is annexed hereto, forming part of this report as Annexure III.
29. Directors’ responsibility statement.
Your Directors' confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;
b. 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 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 2022-2023;
c. The Directors had 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 had prepared the annual accounts on a going concern basis; and
e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
30. Disclosure regarding Sexual Harassment at workplace
The disclosures regarding Sexual Harassment at workplace form a part of Corporate Governance Report.
31. Changes in Share Capital
There is no change in the Issued, Subscribed and Paid-Up Share Capital of the company.
32. Compliance with Secretarial Standards
The Company has complied with the Secretarial Standards on Meetings of the Board of Directors and General Meetings issued by the Institute of Company Secretaries of India (ICSI).
33. Other Statutory Disclosures
The other statutory disclosures pursuant to Sections 134, 135, 188, 197 and other applicable provisions of the Companies Act, 2013 read with related Rules are attached herewith.
34. Acknowledgments.
Your Directors wish to place on record its appreciation to the Staff, Executives, Company's Bankers, Auditors and Government Authorities for their co-operation, guidance and support.
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