To,
The Members,
Your Directors are pleased to present the Annual Report along with the
Audited Financial Statements of your Company for the financial year ended on 31st
March, 2023.
1. FINANCIAL RESULTS:
The summarised financial highlight is depicted below:
(Rs In Million)
Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
2,413.37 |
2,928.04 |
1,537.98 |
2,317.64 |
Other Income |
377.53 |
293.14 |
738.85 |
574.60 |
Total Income |
2,790.90 |
3,221.18 |
2,276.83 |
2,892.24 |
Expenses: |
|
|
|
|
Operating expenses |
892.44 |
660.79 |
584.30 |
492.65 |
Depreciation and Amortization Expenses |
7.12 |
3.44 |
7.12 |
3.44 |
Total expenses |
899.56 |
664.24 |
591.42 |
496.10 |
Profit before Finance cost and tax |
1,891.34 |
2,556.95 |
1,685.41 |
2,396.15 |
Finance Costs |
265.83 |
252.50 |
265.34 |
247.42 |
Profit before tax |
1,625.51 |
2,304.44 |
1,420.07 |
2,148.73 |
Tax Expense |
461.83 |
627.47 |
260.15 |
474.51 |
Profit for the year |
1,163.68 |
1,676.97 |
1,159.92 |
1,674.23 |
Attributable to: |
|
|
|
|
Owners of the Company |
1,159.92 |
1,674.23 |
1,159.92 |
1,674.23 |
Non- controlling interest |
3.76 |
2.74 |
NA |
NA |
Earnings Per Share (in Rs) |
|
|
|
|
Basic |
6.59 |
9.51 |
6.59 |
9.51 |
Diluted |
6.59 |
9.51 |
6.59 |
9.51 |
2. COMPANY PERFORMANCE:
During the year the Company Revenue from operations on Consolidated
basis for FY 2022-23 is '2,413.37 Million compared to '2,928.04 Million in the previous
year. Net Profit After Tax on Consolidated basis for the current year is '1,163.68 Million
as against '1,676.97 Million earned in the previous year.
On standalone basis, revenue from operations for the current year
stands at '1,537.98 Million compared to ' 2,317.64 Million in the previous year and Net
profit attributable to the share holders of the company for the current year is '1,159.92
Million as against '1,674.23 Million earned in the previous year.
3. DIVIDEND:
During the year, Company paid to its shareholder interim dividend of
'0.25 per Equity shares of FV '1/- each in the month of May 2022. Board has not declared
any other dividend except aforesaid interim dividend. The Dividend Distribution Policy, in
terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is
available on the Company's website at https://dolatalgotech.in/investor-relations
4. SHARE CAPITAL:
The paid up equity share capital as on March 31, 2023 was '176.00
Million. During the year under review, the Company has neither issued shares with
differential voting rights nor granted stock options /sweat equity.
5. TRANSFER TO RESERVES:
The closing balance of the retained earnings of the Company for FY
2023, after all appropriation and adjustments was '6,107.46 Million.
6. DEPOSITS:
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013, as may be applicable, have been
disclosed in the financial statements.
8. RELATED PARTY TRANSACTIONS:
All the related party transactions entered into during the financial
year were on an arm's length basis and were in the ordinary course of business. Your
Company had not entered into any transactions with related parties which could be
considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the
disclosure of related party transactions as required under Section 134(3)(h) of the Act in
Form AOC 2 is not applicable.
During the year under review, your Company has entered into
transactions with related party which are material as per Regulation 23 of the SEBI
Listing Regulations and Company has taken necessary approval from members.
The policy governing the related party transactions has been adopted by
the Company and is placed on the Company's website
(https://dolatalgotech.in/investor-relations).
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review, Company has not incorporated any
subsidiary, Joint venture or Associate Companies. A statement containing the salient
features of financial statements of subsidiary(ies) companies of the Company in the
prescribed Form AOC - 1 forms a part of Financial Statements in compliance with Section
129 (3) and other applicable provisions, if any, of the Act read with Rules.
The Company's Policy for determining material subsidiaries may be
accessed on the website of the Company at (https://dolatalgotech.in/investor-relations).
10. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act, Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as "Listing Regulations") and
applicable Accounting Standards, the Audited Consolidated Financial Statements of the
Company for the financial year 2022-23, together with the Auditors' Report form part
of this Annual Report.
In accordance with Section 136 of the Act, the audited financial
statements, including the Consolidated Financial Statements and related information of the
Company and the financial statements of the subsidiary, are available on our website, (
https://dolatalgotech.in/investor-relations).
11. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
During the financial year 2022-23, 9 (Nine) meetings of the Board of
Directors were held. For details of the meetings of the board, please refer to the
corporate governance report, which forms part of this report.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
The composition of the Board of Directors of the Company is in
accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI
Listing Regulations, with an appropriate combination of Executive, Non-Executive and
Independent Directors.
Mrs. Neha P. Shah submitted resignation vide letter dated October 02,
2022 which was subject to approval of National Stock Exchange of India Limited pursuant to
Exchange regulation as Company being member. Subsequent to receipt of approval from NSE
vide its letter no NSE/WRO-MEM/2022/3346 dated October 21, 2022, resignation of Mrs. Neha
P. Shah (DIN: 05262280) was effective from the closing hours on October 21, 2022.
Mr. Shailesh D. Shah retires by rotation and being eligible, offers
himself for re-appointment. A resolution seeking shareholders' approval for his
re-appointment forms part of the Notice.
Mr. Pankaj D. Shah, the Managing Director of the Company, will be
completing his present term on May 02, 2024. The Board at its meeting held on August 10,
2023, based on the recommendation of the Nomination and Remuneration Committee subject to
the approval of shareholders, has re-appointed Mr. Pankaj D. Shah designated as Managing
Director of the Company for a further term of five years w.e.f. May 03, 2024.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of independence as
prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and the
SEBI Listing Regulations.
In terms of Regulation 25(8) of SEBI Listing Regulations there has been
no change in the circumstances affecting their status as Independent Directors of the
Company.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission, if any and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board /Committee of the Company.
The Board recommends the re-appointment of above directors for your
approval.
Brief details of Directors proposed to be re-appointed as required
under Regulation 36 of the SEBI Listing Regulations are provided in the Notice of the
ensuing Annual General Meeting.
13. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
b) they 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 as at the end of the
Financial year and of the profit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
14. BOARD EVALUATION:
The Board of Directors has carried out on an annual evaluation of its
own performance, board committees and individual directors pursuant to the provisions of
the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.
The performance of the board was evaluated by the board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.
In a separate meeting of independent directors, performance of
non-independent directors, the Chairperson of board and the board as a whole was
evaluated.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. Performance evaluation of independent directors was done by the
entire Board, excluding the independent director being evaluated.
15. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, REMUNERATION
AND OTHER DETAILS:
The Company's 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 report and is also available on the
Company's website at (https://dolatalgotech.in/investor-relations)
16. RISK MANAGEMENT POLICY:
The Board has formed a Risk Management Committee (RMC) to frame,
implement and monitor the risk management plan for the Company. The RMC is responsible for
reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has
an additional oversight in the area of financial risks and controls. The major risks
identified by the businesses are systematically addressed through mitigation actions on a
continual basis.
17. INTERNAL FINANCIAL CONTROLS:
Internal Audit plays a key role in providing an assurance to Management
with respect to the Company having adequate Internal Control Systems. The Internal Control
Systems provide, among other things, reasonable assurance of recording the transactions of
its operations in all material respects and of providing protection against significant
misuse or loss of Company's assets. The Internal Auditors submit their Report
periodically which is placed before and reviewed by the Audit Committee.
18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a policy for prevention, prohibition and
Redressal of sexual harassment at the work place, in line with the provisions of the
Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act,
2013 and rules made thereunder. All employees including temporary and trainee are covered
under the policy. The Company has constituted an internal committee to inquire and redress
the complaints. The Company has not received any complaint during the FY 2022-23.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal
mechanism to the Directors and employees to report their concerns about unethical
behaviour, unacceptable and improper practices or suspected fraud. The Policy provides for
adequate safeguards against victimisation of employees who avail of the mechanism and also
provide for direct access to the Chairman of the Audit Committee. It is affirmed that no
personnel of the Company has been denied access to the Audit Committee. The policy has
been uploaded on the company's website (https://dolatalgotech.in/investor-relations).
20. CORPORATE SOCIAL RESPONSIBILITY:
The Company has constituted a Corporate Social Responsibility (CSR)
Committee and has framed a CSR Policy. The brief details of CSR Committee are provided in
the Corporate Governance Report. The Annual Report on CSR activities is set out in
Annexure [A] to this report. The CSR Policy is available on the website of the Company at
(https://dolatalgotech.in/investor-relations).
21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included
in the Corporate Governance Report which forms part of this report.
22. STATUTORY AUDITORS:
Based on the recommendation of the Audit Committee and the Board of
Directors, Members of the Company at the 41st Annual General Meeting held on September 30,
2022, appointed M/s. V. J. Shah & Co., Chartered Accountants (Firm Registration No.
109823W), Mumbai, the statutory auditors of the Company, for second term of 4 years
commencing from the conclusion of the 41st Annual General Meeting of the Company until the
conclusion of the 45th Annual General Meeting to be held in the year 2026. The requirement
to place the matter relating to appointment of auditors for ratification by Members at
every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May
7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of
statutory auditors at the ensuing AGM.
23. STATUTORY AUDITORS' REPORT:
The Auditors have issued an unmodified opinion on the Financial
Statements for the financial year ended 31st March, 2023. The Auditors' Report for
the financial year ended 31st March, 2023 on the financial statements of the Company is a
part of this Annual Report.
24. SECRETARIAL AUDITORS' REPORT:
The Secretarial Audit Report for financial year 2022-23 is annexed
which forms part of this report as Annexure-B. The Secretarial Audit Report contains the
observation relating delay in compliance with Regulation 23(9) of SEBI (LODR) Regulations,
2015 and Composition of Board under Regulation 17(1) of SEBI (LODR) Regulations, 2015.
There has been no other qualification, reservation, adverse remark or disclaimer given by
the Secretarial Auditors in their Report.
25. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:
During the year under review, there were no significant and material
orders passed by the regulators or courts or tribunals, which may impact the going concern
status of the Company and its operations in future.
26. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which these financial
statements relate and on the date of this report.
27. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2023 is available on the Company's website on
https://dolatalgotech.in/investor-relations
28. PARTICULARS OF EMPLOYEES
The information required under section 197(12) ofthe Act read with Rule
5(1) ofthe Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014,
is given in Annexure C to the Board Report.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The company believes that energy provides the means for economic growth
and hence, it is important to conserve and use energy judiciously. Being a Company into
trading of Stock, the scope of conservation of energy and technology absorption are very
limited. However, efforts are made to further reduce energy conservation.
During the year, the company's expenditure in foreign exchange was
Rs.NIL (Previous Year Rs.NIL) as mentioned in the notes to financial statement and the
company did not have any foreign exchange earnings during the year.
30. CORPORATE GOVERNANCE REPORT AND BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING
In compliance with Regulation 34 of the Listing Regulations, a separate
report on Corporate Governance along with a certificate from the Auditors on its
compliance and a Business Responsibility and Sustainability Report forms part of this
Report.
31. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as stipulated under the Listing
Regulations is presented in a separate section forming part of this Report.
32. DISCLOSURES
a) The Company is in compliance with the relevant provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and approved by the Central Government;
b) Details of various committees constituted by the Board of Directors,
as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013, are given in the Corporate Governance
Report and forms part of this report
c) None of the Auditors of the Company have reported any fraud as
specified under the second proviso of Section 143 (12) of the Act;
d) Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions pertaining to these items
during the year under review:
Details relating to deposits covered under Chapter V of the Act
Issue of equity shares with differential rights as to dividend,
voting or otherwise.
Issue of shares (including sweat equity shares) to employees of
the Company under ESOP or any other scheme.
Neither the Managing Director nor the Whole-time Director of the
Company has received any remuneration or commission from any of its subsidiaries.
33. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, employees and various Government Authorities for their
continued support extended to your Company's activities during the year under review.
Your Directors also acknowledges gratefully the shareholders for their support and
confidence reposed on your Company.
|
For And on Behalf of The Board of
Directors |
|
Pankaj D. Shah |
|
Managing Director |
|
DIN: 00005023 |
|
Harendra D. Shah |
Place: Mumbai |
Director |
Date: August 29, 2023 |
DIN: 00012601 |
|