The Directors of Daulat Securities Limited hereby present the 32nd Annual
Report and Audited Statement of Accounts of the Company for the year ended March 31, 2025.
FINANCIAL RESULTS:
The Standalone financial results for the year ended March 31, 2025 are given below:
Rs. (in 00)
Particulars |
For the year ended |
| 31st March, 2025 |
31st March, 2025 |
Profit before tax |
1,59,505 |
4,67,561 |
Tax expenses |
|
|
a. Current tax |
(29,121) |
(105000) |
b. Deferred tax |
31,422 |
(13,295) |
c. Tax of earlier years |
- |
(170) |
Profit for the period |
1,61,806 |
3,49,096 |
Earning per equity share |
|
|
a. Basic |
3.24 |
6.98 |
b. Diluted |
3.24 |
6.98 |
RESERVE:
The Company during the year under review has transferred NIL amount to the General
Reserve.
DIVIDEND:
No dividend was declared in the financial year 2024-25.
PERFORMANCE REVIEW
The financial statements were prepared by the Company in accordance with the Companies
Act, 2013 and Indian
Accounting Standard. The Company's standalone revenue from operations came down from
Rs. 478.30 lakhs to Rs. 166.30 lakhs and Other Income also got decreased from Rs. 153.36
lakhs to Rs. 126.27 lakhs. The net profit after tax is of Rs. 161.80 lakhs as against net
profit of Rs. 349.10 lakhs in the corresponding previous year.
SHARE CAPITAL:
The authorised capital stands at Rs. 6 Crore and the paid up capital at Rs. 5 Crore.
During the year under review, there has not been any change in the share capital of the
Company. Further the Company has not issued any sweat equity shares or bonus shares or
equity shares with differential rights.
FIXED DEPOSITS:
The Company has no public deposits as of date and will not accept any deposits without
prior approval of the Statutory Authorities concerned.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Auditors' function
is defined in their letter of engagement. To maintain its objectivity and independence,
the Internal Auditors' reports to the Chairman of the Audit Committee of the Board and to
the Managing Director. The Internal Auditors monitor and evaluate the efficacy and
adequacy of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company. Based on the report of Internal
Auditors process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee of the Board.
RISK MANAGEMENT:
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. The Board of the Company at
regular intervals monitors the financial, operational and legal risk that the Company
could be exposed to. There is no risk, which in the opinion of the Board may threaten the
existence of the Company. Moreover, pursuant to section 134(3)(n) of the Companies Act,
2013 (Act) it is stated that at present the company has not identified any element of risk
which may threaten the existence of the Company.
INDIAN ACCOUNTING STANDARD (IND AS):
The Company obliges the Indian Accounting Standards ("IND AS"). Accordingly,
the financial statement for the year 2024-25 have been prepared in accordance with IND AS,
prescribed under Section 133 of the Act, read with the relevant rules issued thereunder
and the other recognised accounting practices and policies to the extent applicable.
SUBSIDIARY, JOINT VENTURE, HOLDING COMPANY AND ASSOCIATE COMPANIES:
The Company is neither subsidiary nor has the same, joint venture or associate company.
DIRECTORS:
In terms of Section 152 of the Act, Mr. Ajit Kochar (DIN: 00933365), Whole Time
Director of the Company is liable to retire by rotation at the forthcoming Annual General
Meeting ("AGM") and being eligible, offers himself for re-appointment.
INDEPENDENT DIRECTORS' DECLARATION:
The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI
Listing Regulations, that they meet the criteria of independence as laid out in Section
149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations. In the opinion
of the Board, there has been no change in the circumstances which may affect their status
as Independent Directors of the Company and the Board is satisfied of the integrity,
expertise, and experience (including proficiency in terms of Section 150(1) of the Act and
applicable rules thereunder) of all Independent Directors on the Board.
PERFORMANCE EVALUATION OF BOARD:
Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
(Listing Regulations) the Board has carried out an annual evaluation of performance of its
own, the Committees thereof and the Directors individually. At the meeting of the Board
all the relevant factors that are material for evaluating the performance of the
Committees and of the Board were discussed in detail. A separate exercise was carried out
to evaluate the performance of individual Directors including the Chairman of the Board,
who were inter-alia evaluated on parameters such as level of engagement, contribution,
independence of judgment, safeguarding the interest of the Company and its minority
shareholders, etc. The performance evaluation of the Independent Directors was carried out
by the entire Board except the Director being evaluated. The performance evaluation of the
Chairman and Non-Independent Directors was carried out by the Independent Directors. The
Directors expressed their satisfaction with the evaluation process. The Board has, on the
recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The
Remuneration Policy is stated in the Corporate Governance Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Company's policy is to have an optimum collaboration of executive, non-executive and
independent directors to maintain the independence of the Board and separate its functions
of governance and management, from falling prey to biasness and partiality. As on 31st
March, 2025, the Board has Six members, one of whom is an Executive Managing Director, two
Whole Time Directors including one Woman Director, and three Independent Directors.
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 Annual Report.
MEETINGS:
During the year six Board Meetings, four Audit Committee Meetings and one Stakeholder
Committee Meetings were convened and held, the details of which are given in the Corporate
Governance Report. The Board meetings were held on 19th April 2024, 29th
May 2024, 1st August 2024, 12th August 2024, 8th November
2024 and 31st
January 2024. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013. The meeting information along with the dates are mentioned
in a tabular format in the Corporate Governance Report as a part of the Annual Report.
AUDIT COMMITTEE:
The Audit Committee consisted of three members, Mr. Rohit Kumar Somany and Mr. Prateek
Bhansali, both being independent Directors and the former being the Chairman and Mr. Ajit
Kochar, Whole Time Director. The said composition was as per Section 177 of the Companies
Act, 2013 and Regulation 18 of the Listing Regulations. There are no instances where the
Board did not accept the recommendations of the Audit Committee. The terms of reference,
powers and roles of the Committee are disclosed in the Corporate Governance Report, which
forms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Board of Directors acknowledges the responsibility for ensuring compliance with the
provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the
preparation of the annual accounts for the year ended on 31st March, 2025 and
state that: a. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any; b. The Directors 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 at the end of the
financial year and of the profit of the Company for that period; c. The Directors have
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 have
prepared the annual accounts on a going concern basis; e. The Directors have laid down
internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively; and f. There is a proper system to
ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively
STATUTORY AUDITORS:
The Statutory Auditors, P.D. Randar & Co., Chartered Accountants were appointed for
a second term of 5 years in the AGM on 29th September, 2023. The Company had
received a written confirmation from the Statutory Auditors confirming that their
continued appointment which was in accordance with the applicable provisions of the Act.
The Statutory Auditors did confirm that they satisfy the criteria of independence, as
required under the provisions of the Companies Act, 2013 and that they do hold a valid
certificate issued by the Peer Review Board of the Institute of Chartered Accountants of
India.
SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has
appointed M/s Puja Pujari Associates, Company Secretaries to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure
II". The Board of Directors affirm that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and
SS2) respectively relating to Meetings of the Board, its Committees and the General
Meetings. The provisions relating to maintaining of cost record and to conduct cost audit
are not applicable to the Company
RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS AND DISCLAIMERS MADE BY THE
STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:
The Company has received no qualification, reservation or any adverse remarks w.r.t.
the audit as conducted by the statutory and secretarial auditors respectively.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the Company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the Company at large.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY
THE COMPANY:
None.
CODE OF CONDUCT:
The Board of Directors have approved a Code of Conduct which is applicable to the
Members of the Board and the Senior Management Personnel in the course of day to day
business operations of the company. The
Code has been placed on the Company's website at www.daulatsec.com
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders. All the Board Members and the Senior Management personnel
have confirmed compliance with the said Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company is committed to the high standards of Corporate Governance and stakeholder
responsibility.
The Company has established a vigil mechanism to be known as the Whistle Blower
Policy' for its Directors and employees, to report instances of unethical behavior, actual
or suspected, fraud or violation of the
Company's Code of Conduct. The aim of the policy is to provide adequate safeguards
against victimization of whistle blower who avails of the mechanism and also provide
direct access to the Chairman of the Audit
Committee, in appropriate or exceptional cases. Accordingly, Whistle Blower
Policy' has been formulated with a view to provide a mechanism for the Directors and
employees of the Company to approach the Chairman of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and secure
whistle blowing. It protects employees willing to raise a concern about serious
irregularities within the Company.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended
from time to time with a view to regulate trading in securities by the Directors and
designated employees of the Company. The Code requires pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares by the Directors and
the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The
Company has always obliged with the compliances laid down by the regulatory authorities
for prevention of insider trading. The Company is well aware of not stepping into anything
that would jeopardise its adopted conduct for prevention of insider trading. The Board is
responsible for implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013:
The information as required u/s 134(3) is duly mentioned in this report
TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF'):
This is not applicable to the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There has been no material changes and commitments that could affect the financial
position of the Company.
CORPORATE GOVERNANCE:
The Report on Corporate Governance, Certificate of Compliance from the Practising
Company Secretaries and Management Discussion and Analysis Report forms part of this
Report.
DISCLOSURES:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future.
During the year under review, the Company has not issued any Debentures. There is no
change in the nature of business of the Company.
Since the Company neither has any subsidiary not is to any, drawing of commission or
remuneration by the Managing Director from subsidiary company stands irrelevant. Thereby,
no disclosure is required under Section 197(14) of the Act. Maintenance of cost records
and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the
Act are not applicable to the business activities carried out by the Company.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:
| Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the year |
Number of shareholders who approached listed entity for transfer of
shares from suspense account during the year |
Number of shareholders to whom shares were transferred from suspense
account during the year |
Aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year |
| NIL |
NIL |
NIL |
NIL |
ACKNOWLEDGEMENT:
The Directors thank the Company's employees, customers, vendors, investors and
stakeholders for their continuous support. The Directors also thank the Government of
India, and concerned Government departments and agencies for their co-operation. The
Directors appreciate and value the contribution made by every member of Daulat Securities
Limited's family. Finally, we appreciate and value the contributions made by all our
employees and their families for making the Company what it is today.
For and on behalf of the Board of Directors
Ajit Kochar |
Chairman & Whole Time Director |
DIN: 00933365 |
Place: Kolkata |
Date: 25th August, 2025 |
|