The Directors of Daulat Securities Limited hereby present the 32nd Annual Report and Audited Statement ofAccounts of the Company for the year ended March 31, 2025.
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
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 sharea. Basic
3.24
6.98
b. Diluted
The Company during the year under review has transferred NIL amount to the General Reserve.
No dividend was declared in the financial year 2024-25.
The financial statements were prepared by the Company in accordance with the Companies Act, 2013 and IndianAccounting Standard. The Company’s standalone revenue from operations came down from Rs. 478.30 lakhs toRs. 166.30 lakhs and Other Income also got decreased from Rs. 153.36 lakhs to Rs. 126.27 lakhs. The net profitafter tax is of Rs. 161.80 lakhs as against net profit of Rs. 349.10 lakhs in the corresponding previous year.
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 sweatequity shares or bonus shares or equity shares with differential rights.
The Company has no public deposits as of date and will not accept any deposits without prior approval of theStatutory Authorities concerned.
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 itsobjectivity and independence, the Internal Auditors’ reports to the Chairman of the Audit Committee of the Boardand to the Managing Director. The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system in the Company, its compliance with operating systems, accounting procedures and policies of theCompany. Based on the report of Internal Auditors process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations and recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board.
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in aproactive and efficient manner. The Board of the Company at regular intervals monitors the financial, operationaland legal risk that the Company could be exposed to. There is no risk, which in the opinion of the Board maythreaten 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 ofthe Company.
The Company obliges the Indian Accounting Standards (“IND AS”). Accordingly, the financial statement for theyear 2024-25 have been prepared in accordance with IND AS, prescribed under Section 133 of the Act, read withthe relevant rules issued thereunder and the other recognised accounting practices and policies to the extentapplicable.
The Company is neither subsidiary nor has the same, joint venture or associate company.
In terms of Section 152 of the Act, Mr. Ajit Kochar (DIN: 00933365), Whole Time Director of the Company isliable to retire by rotation at the forthcoming Annual General Meeting (“AGM”) and being eligible, offers himselffor re-appointment.
The Company has received the necessary declaration from each Independent Director in accordance with Section149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that they meet the criteriaof 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 asIndependent 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 IndependentDirectors on the Board.
Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) the Board has carried out anannual evaluation of performance of its own, the Committees thereof and the Directors individually. At themeeting of the Board all the relevant factors that are material for evaluating the performance of the Committeesand of the Board were discussed in detail. A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board, who were inter-alia evaluated on parameters such aslevel of engagement, contribution, independence of judgment, safeguarding the interest of the Company and itsminority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entireBoard except the Director being evaluated. The performance evaluation of the Chairman and Non-IndependentDirectors was carried out by the Independent Directors. The Directors expressed their satisfaction with theevaluation process. The Board has, on the recommendation of the Nomination & Remuneration Committee frameda policy for selection and appointment of Directors, Senior Management and their remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.
Company’s policy is to have an optimum collaboration of executive, non-executive and independent directors tomaintain the independence of the Board and separate its functions of governance and management, from fallingprey to biasness and partiality. As on 31st March, 2025, the Board has Six members, one of whom is an ExecutiveManaging 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.
During the year six Board Meetings, four Audit Committee Meetings and one Stakeholder Committee Meetingswere convened and held, the details of which are given in the Corporate Governance Report. The Board meetingswere 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 CompaniesAct, 2013.
The meeting information along with the dates are mentioned in a tabular format in the Corporate GovernanceReport as a part of the Annual Report.
The Audit Committee consisted of three members, Mr. Rohit Kumar Somany and Mr. Prateek Bhansali, bothbeing independent Directors and the former being the Chairman and Mr. Ajit Kochar, Whole Time Director. Thesaid 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 termsof reference, powers and roles of the Committee are disclosed in the Corporate Governance Report, which formspart of this Annual Report.
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for theyear ended on 31st March, 2025 and state that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followedalong with proper explanation relating to material departures, if any;
b. The Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit of the Company forthat period;
c. The Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the Companyand 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 thatsuch 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 thatsuch systems are adequate and operating effectively
The Statutory Auditors, P.D. Randar & Co., Chartered Accountants were appointed for a second term of 5years in the AGM on 29th September, 2023.
The Company had received a written confirmation from the Statutory Auditors confirming that theircontinued appointment which was in accordance with the applicable provisions of the Act. The StatutoryAuditors did confirm that they satisfy the criteria of independence, as required under the provisions of theCompanies Act, 2013 and that they do hold a valid certificate issued by the Peer Review Board of the Instituteof Chartered Accountants of India.
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration 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 isannexed herewith as “Annexure II”. The Board of Directors affirm that the Company has complied with theapplicable 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 provisionsrelating to maintaining of cost record and to conduct cost audit are not applicable to the Company
RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS ANDDISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIALAUDITORS:
The Company has received no qualification, reservation or any adverse remarks w.r.t. the audit as conductedby the statutory and secretarial auditors respectively.
All related party transactions that were entered into during the financial year were on arm’s length basis andwere in the ordinary course of the business. There are no materially significant related party transactions madeby the Company with Promoters, Key Managerial Personnel or other designated persons which may havepotential conflict with interest of the Company at large.
None.
The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Boardand the Senior Management Personnel in the course of day to day business operations of the company. TheCode 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 theDirectors and the designated employees in their business dealings and in particular on matters relating tointegrity in the work place, in business practices and in dealing with stakeholders. All the Board Membersand the Senior Management personnel have confirmed compliance with the said Code.
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 Directorsand employees, to report instances of unethical behavior, actual or suspected, fraud or violation of theCompany’s Code of Conduct. The aim of the policy is to provide adequate safeguards against victimizationof whistle blower who avails of the mechanism and also provide direct access to the Chairman of the AuditCommittee, in appropriate or exceptional cases. Accordingly, ‘Whistle Blower Policy’ has been formulatedwith a view to provide a mechanism for the Directors and employees of the Company to approach theChairman of the Audit Committee of the Company. The purpose of this policy is to provide a framework topromote responsible and secure whistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.
The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time totime 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 ofCompany shares by the Directors and the designated employees while in possession of unpublished pricesensitive 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 preventionof insider trading. The Company is well aware of not stepping into anything that would jeopardise its adoptedconduct for prevention of insider trading. The Board is responsible for implementation of the Code. All BoardDirectors and the designated employees have confirmed compliance with the Code.
The information as required u/s 134(3) is duly mentioned in this report
This is not applicable to the Company.
There has been no material changes and commitments that could affect the financial position of the Company.
The Report on Corporate Governance, Certificate of Compliance from the Practising Company Secretariesand Management Discussion and Analysis Report forms part of this Report.
> There are no significant and material orders passed by the regulators or courts or tribunals impactingthe 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 remunerationby the Managing Director from subsidiary company stands irrelevant. Thereby, no disclosure isrequired under Section 197(14) of the Act.
> Maintenance of cost records and requirement of cost Audit as prescribed under the provisions ofSection 148(1) of the Act are not applicable to the business activities carried out by the Company.
Aggregate number ofshareholders and theoutstanding shares inthe suspense accountlying at the beginning ofthe year
Number of shareholderswho approached listedentity for transfer ofshares from suspenseaccount during the year
Number of shareholdersto whom shares weretransferred fromsuspense account duringthe year
Aggregate number ofshareholders and theoutstanding shares inthe suspense accountlying at the end of theyear
NIL
The Directors thank the Company’s employees, customers, vendors, investors and stakeholders for theircontinuous support. The Directors also thank the Government of India, and concerned Governmentdepartments and agencies for their co-operation. The Directors appreciate and value the contribution madeby every member of Daulat Securities Limited’s family. Finally, we appreciate and value the contributionsmade by all our employees and their families for making the Company what it is today.
Date: 25th August, 2025 Chairman & Whole Time Director
DIN: 00933365
Kolkata-700001.