26 Apr 2017 | Livemint.com

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Dolat Investments Ltd.

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Dolat Investments Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

Company's philosophy on code of corporate governance

The elements of transparency, fairness, disclosure and accountability form the cornerstone of corporate governance policy at Dolat Investments Limited. These elements are embedded in the way we operate and manage the business and operations of the Company. We value, practice and implement ethical and transparent business practices aimed at building trust amongst various stakeholders. We believe that corporate governance is a key element in improving efficiency and growth as well as enhancing investor confidence. The philosophy and practice of corporate governance can be summarised as:

• Responsible and ethical decision making

• Transparency in all business dealings and transactions

• Timely and accurate disclosures of information

• Integrity of reporting

• The protection of the rights and interests of all stakeholders

• Effective internal control to manage elements of uncertainty and potential risks inherent in every business decision

• The Corporate Governance Task Force itself, the Board, the Employees and all concerned are fully committed to maximizing long-term value of the stakeholders and the Company

• The Company positions itself from time to time to be at par with any other Company of world-class in operating practices.

Board of Directors Composition

The Board of Directors as on March 31, 2015 consists of 4 Directors. 1 Director is an Executive Director and the remaining 3 Directors are Non-Executive Directors. The Executive Director is the Managing Director of the Company and 2 of the 4 Directors belong to the promoter group.

Pursuant to Clause 49 of the Listing Agreement, the Board of Directors of the Company shall have an optimum combination of Executive and Non-Executive Directors with at least 1 Woman Director and not less than fifty percent of the Board of Directors comprising of Non-Executive Directors. In the case of Dolat Investments Limited, 3 out of 4 Directors are Non-Executive and hence the Company is complying with the aforesaid requirement. The Board has inducted a Woman Director with effect from September 25, 2014 thus complying with the aforesaid requirement also (See Table 1). Further pursuant to Clause 49 of the Listing Agreement, if the Chairman of the Board is a Non-Executive Director and he is a promoter of the Company, at least one-half of the Board should consist of Independent Directors. The proviso provides that where the Non-Executive Chairman is a promoter of the Company or is related to any promoter or person occupying management positions at the Board level or at one level below the Board, at least one-half of the Board of the company shall consist of Independent Directors. Since, 2 out of 4 Directors are Independent the Company is also complying with the aforesaid requirements (See Table 1).

Term of Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013 not less than 2/3rd of the total number of Directors shall be persons whose period of office is liable to determination by retirement of Directors by rotation. 1/3rd of such Directors for the time being as are liable to retire by rotation shall retire from office and if eligible, may seek re-appointment at a general meeting. Further, as per the provisions of the Section 152 of the Companies Act, 2013, total number of Directors shall not include Independent Directors whether appointed under the Companies Act, 2013 or any other law for the time being in force. In computing the number of Directors liable to retire at the Thirty Fourth Annual General Meeting, Independent Directors appointed pursuant to Clause 49 of the Listing Agreement and Companies Act, 2013 have been excluded.

Profile of Directors

A brief profile of each of the Directors as on March 31, 2015 are given below:

Mr. Rajendra D. Shah, Managing Director

Mr. Rajendra D. Shah, aged 66 years, is the Managing Director of our Company since June 1, 2013 and is one of the Promoters of the Company.

He holds a degree in Mechanical Engineering, from Mumbai University. He has over 45 years of experience in the Finance and capital market field. He is with the company since inception and is responsible for overall operations of our Company.

Mr. Sunil P Shah, Independent Director

Mr. Sunil P Shah, aged 52 years is a member of the Board since January 31, 2004. He was appointed as Independent Director of our Company with effect from September 18, 2014 pursuant to the requirements of Companies Act, 2013. He holds a bachelors degree in Commerce from Bombay University.

Mr. Shashikant H Gosalia, Independent Director

Mr. Shashikant H. Gosalia, aged 90 years, is a member of the Board since January 31, 2004. He was appointed as an Independent Director of our Company with effect from September 18, 2014 pursuant to the requirements of Companies Act, 2013. He holds a bachelors degree in Commerce from Bombay University

Ms. Harsha H Shah, Non-Executive, Non-Independent Director

Ms. Harsha H. Shah, aged 64 years, holds a bachelors degree in commerce from the University of Mumbai and have vast experience in the field of stock broking business. She joined the Board on September 25, 2014 as a Woman Director. She is one of the Promoter of the Company.

Notes:

1. Private Limited Companies, Foreign Companies and Companies under Section 8 of Companies Act, 2013 have been excluded for the purposes of calculating committee positions.

2. Membership/Chairmanship in only Audit Committee and Stakeholders Relationship Committee including have been considered for committee positions as per the Listing Agreement.

None of the Directors of Dolat Investments Limited is a member in more than 10 committees and Chairman of more than 5 committees across all companies in which he is a Director.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, a separate meeting of the Independent Directors of the Company was held during the year 2014-2015 to review the performance of the Chairman, Non-independent Directors and the Board as a whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information from the Management to the Board and its Committees which is necessary to reasonably perform and discharge their duties.

Familiarisation programme of Independent Directors/Board Members:

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties and, responsibilities. Each newly appointed Director is briefed by the Managing Director/ Senior Executives on the Company's operations and other important aspects. The details of the aforementioned programme is available on the company's website www.dolatinvest.com

Evaluation of Board's Performance:

During the year, the Board conducted an evaluation of its performance and as well as that of the various Committees and individual Directors. The exercise was carried out through a process covering various aspects of the Board's functioning such as composition of the Board and Committees, experience, competencies, performance of specific duties, obligations and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. The details of the policy on evaluation of Board's performance is available on the Company's website www.dolatinvest.com

Risk Management

The Company recognizes that its activities are routinely exposed to the risks company faces. The Board has adopted a Risk Management policy primarily aimed at mitigating the effects of the risks faced through identification and mitigating the effects that the risks pose to the Company. The details of the policy are available on the Company's website www.dolatinvest.com

Responsibilities of the Managing Director

The Managing Director, Mr. Rajendra D Shah is at the helm of affairs. The Managing Director is responsible for leading and directing our Company's overall operations.

Pecuniary relationship and transactions of Non-Executive Directors with Dolat Investments Limited

Except for Sitting Fees paid to Non-Executive and Independent Directors for attending the respective meetings of Board/Committees, the Company has not entered into any pecuniary relationship with any Non-Executive and Independent Directors. The register of contracts maintained by the Company pursuant to the provisions of Section 189 of the Companies Act, 2013, contains particulars of all contracts or arrangements to which Sections 184 or 188 apply. The register is signed by all the Directors present during the respective Board meetings held from time to time.

Board procedures

Board Meetings and Attendance

During the financial year 2014-15, the Board met five times. (See Table 3). No Board meetings were held through Video Conferencing facility.

Information provided to the Board of Directors

The Board of Directors of Dolat Investments Limited has complete access to any information within the Company. At the meetings, the Board is provided with all the relevant information on important matters affecting the working of the Company as well as all the related details that require deliberation by the members of the Board. Comprehensive information regularly provided to the Board, inter alia, include:

i) Financial performance statistics;

ii) Expansion plans, capital expenditure budgets and updates;

iii) Operational review;

iv) Quarterly financial results;

v)Minutes of meetings of Board Committees viz; Audit, Nominationand Remuneration, Stakeholders Relationshipand Corporate Social Responsiblity Committees as well as the abstracts of the circular resolutions passed;  Also Board Minutes of Subsidiary Companies.

vi) General notices of interest;

vii) Materially important legal proceedings by or against the Company;

viii) Share transfer and dematerialization compliance;

ix) Significant developments relating to labour relations and human resource relations;

x) Details of acquisition plans;

xi) Information Technology strategies and related investments;

xii) Legal compliances reporting system;

xiii) Insider trading - related disclosure procedures and such other matters and

xiv) Significant transactions.

Board Committees

As of March 31, 2015, the Board had four committees (See Table 5)

TABLE 5: Board Committees Committee Members (Position) Audit Committee

Mr. Sunil P Shah, Chairman (Independent, Non-Executive) Mr. Shashikant H. Gosalia (Independent, Non-Executive) Mr. Rajendra D. Shah (Non - Independent Executive)

Nomination and Remuneration Committee

Mr. Sunil P. Shah, Chairman (Independent, Non-Executive) Mr. Shashikant H. Gosalia (Independent, Non-Executive)

Mr. Harendra D. Shah (Non Independent, Non-Executive) (up to September 25, 2014) Ms. Harsha H. Shah (Non Independent, Non-Executive) (w.e.f. September 25, 2014)

Stakeholders Relationship Committee

Mr. Sunil P Shah, Chairman (Independent, Non-Executive) Mr. Rajendra D Shah (Non-Independent, Executive) Mr. Shashikant H. Gosalia (Independent, Non-Executive)

CSR Committee

Mr. Sunil P. Shah, Chairman (Independent, Non-Executive) Mr. Rajendra D Shah (Non-Independent, Executive) Mr. Shashikant H. Gosalia (Independent, Non Executive)

The Board is responsible for the constituting, assigning, co-opting and fixing of terms of service for committee members of various committees. The Chairman of the Board, in consultation with the Company Secretary of the Company and the Committee Chairman, determines the frequency and duration of the committee meetings. Recommendations of the committees are submitted to the full Board for approval. The quorum for meetings is either two members or one-third of the members of the committees, whichever is higher. In the case of all the above committees of Dolat Investments Limited, two members constitute the quorum subject to the specific provisions laid down in the Listing Agreement.

Code of conduct

The Company has adopted a Code of Ethics for the Directors and senior management of the Company. The same has been posted on the website of the Company.

The members of the Board and senior management of the Company have submitted their affirmation on compliance with the code for the effective period. The declaration by the Managing Director to that effect forms part of this Report.

Whistle Blower Policy (Vigil Mechanism)

The Board of Directors of Dolat Investments Limited are committed to maintain the highest standards of honesty, openness and accountability and recognize that each and every person in DOLAT INVESTMENTS LIMITED has an important role to play in achieving the organisational goals. It is the policy of the Company to encourage employees, when they have reasons to suspect violations of laws, rules, regulations, unethical conduct, questionable accounting/ audit practices, reporting of fraudulent financial information to shareholders, the Government or the financial markets, and/or serious misconduct otherwise, to report those concerns to the Company's management. The 'Whistle Blower' policy adopted by the Company provides a ready mechanism for reporting violations of laws, rules, regulations or unethical conduct. The confidentiality of the "whistle blower" is maintained and he/she is not subjected to any victimization and/ or harassment. The present Whistle Blower policy is in conformity with the provisions of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement. Every employee of the Company has been provided access to the Audit Committee Chairman through email/ correspondence address should they desire to avail of the Vigil Mechanism. The details of the policy are available on the Company's website www.dolatinvest.com

Prevention of Insider Trading

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a code of conduct for Prevention of Insider Trading. All the Directors, employees and Senior Management and other employees who could have access to the unpublished price sensitive information of the Company are governed by the code. The trading window is closed during the time of declaration of results and occurrence of any material events as per the code. The Company has appointed Company Secretary as Compliance Officer who is responsible for setting procedures and implementation of the code for trading in Company's securities. During the year under review, there has been due compliance with the said code.

Audit Committee

Constitution and Composition

The Audit Committee was constituted on January 31, 2004 and was reconstituted on September 25, 2014 . The scope and terms of reference and working of the Audit Committee are constantly reviewed and appropriate changes are made from time to time for greater effectiveness of the Committee. As on March 31, 2015, these conform to the requirements of Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. The composition of the Audit Committee is given in Table 5 above.

Terms of Reference

The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, as amended from time to time, and its terms of reference include the following:

1. Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2. Recommending to the Board, the appointment, and if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approving payments to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing with the management, the quarterly and annual financial statements before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report in terms of Section 134 of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgement by management;

d) Significant adjustments to financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions;

g) Qualifications in the draft audit report.

5. Reviewing with the management, the statement of uses / application of funds raised the statement of funds utilised and making appropriate recommendations to the Board to take up steps in this matter.

6. Review and monitor auditors independence and performance of statutory and internal auditors and effectiveness of adequacy of audit process.

7. Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

8. Carrying discussions with internal auditors on any significant findings and follow up there on.

9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

10. Carrying discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

11. To look into the reasons for substantial defaults in the payment to the shareholders (in case of non-payment of declared dividends) and creditors.

12. To monitor the use of proceeds received in the initial public offering.

13. Approval of appointment of CFO (or any other person heading the finance function or discharging that function) after assessing the qualification and background etc. of the candidate. 14. To review the functioning of the Whistle Blower mechanism. Pursuant to the provisions of the Companies Act, 2013, the Board of Directors delegated the following additional powers to the Audit Committee w.e.f. May 29, 2014:

1. Review and monitor the auditor's independence and performance, and effectiveness of audit process.

2. Approval or any subsequent modification of transactions of the company with related parties.

3. Scrutiny of inter-corporate loans and investments.

4. Valuation of undertakings or assets of the company, wherever it is necessary.

5. Evaluation of internal financial controls and risk management systems.

6. Monitoring the end use of funds raised through public offers and related matters.

Nomination and Remuneration Committee (formerly Remuneration Committee) Constitution and Composition

The Nomination and Remuneration Committee was constituted on January 31, 2004.

The composition of the Nomination and Remuneration Committee is given in Table 5 above.

Meetings and Attendance

During the financial year 2014-15, the Nomination and Remuneration Committee met once on 25, September 2014.

Terms of Reference

The Nomination and Remuneration Committee was reconstituted in 2014 with the following terms of reference:

a) To determine the Company's policy on remuneration to Executive Directors and their relatives working in the Company, including pension rights and compensation payments.

b) To approve the remuneration payable to all managerial personnel (under the Companies Act, 2013) including Executive Directors.

Remuneration Policy

The Nomination and Remuneration Committee is fully empowered to determine/approve and revise, subject to necessary approvals, the remuneration of managerial personnel including Managing Director after taking into account the financial position of the Company, trends in the industry, qualifications, experience, past performance and past remuneration, etc. The details of the remuneration policy are available on the website of the Company www.dolatinvest.com

The Non-Executive Independent Directors are paid sitting fees for every meeting of the Board and its Committees attended by them.

Remuneration to Directors

Remuneration of Non-Executive Directors

Non-Executive Independent Directors were paid sitting fee of Rs.8,000 for attending each Board Meeting and for attending each Committee Meeting. The details of sitting fees paid to Non-Executive Directors during the financial year 2014-15 are provided in Table-8.

The Company has not paid any commission to Executive and Non- Executive Directors for the year under review.

Remuneration of Executive Directors

The Executive Directors, Mr. Rajendra D Shah was paid remuneration as per their respective terms of appointment approved by the shareholders of the Company.

Upon retirement, Mr. Rajendra D Shah will be entitled to retiral benefits as per the rules of the Company. No pension will be paid by the Company to any of the Directors.

DOLAT INVESTMENTS LIMITED has no stock option plans and hence such instrument does not form part of the remuneration package payable to any Executive Director and/or Non-Executive Director.

The Company did not advance any loans to any of the Executive and/or Non-Executive Directors during the period under review.

The details of remuneration paid to the directors of the Company are given in Table 8.

TABLE 8: Remuneration of Directors during financial year 2014-15

Stakeholders Relationship Committee

Constitution and Composition

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement (effective from October 1, 2014), a Stakeholders Relationship Committee (SR Committee) was constituted on May 29, 2014. Consequently, the Shareholders' & Investors Grievance Committee was dissolved and its powers conferred to the SR Committee.

The SR Committee, inter alia, is primarily responsible for considering and resolving grievances of security holders of the Company. The additional powers (terms of reference) of the SR Committee are:

1. Review and oversee the process of transfer, rematerialisation, etc. and other shares related formalities.

2. Review and oversee the process of resolving of shareholders /investors/ security-holders grievances.

3. Advise the Board of Directors on matters which can facilitate better investor services and relations.

4. Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification / amendment or modification as may be applicable.

The composition of the Stakeholders Relationship Committee is given in Table 5 above.

Mr. Umesh V Moolya, Company Secretary, is designated as the Compliance Officer. The Company has designated e-mail id grievances@dolatinvest.com exclusively for the purpose of registering complaints by shareholders/ investors/security-holders electronically.

This e-mail id is displayed on the Company's website i.e. <http://www.dolatinvest.com>.

Table 9 shows the nature of complaints received from security holders during the financial year 2014-15. No complaint(s) were pending as on March 31, 2015.

Terms of Reference

The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of corporate social responsibility policy. The terms of reference of the Corporate Social Responsibility Committee are in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder;

• To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made there under;

• To recommend the amount of expenditure to be incurred on the CSR activities

• To monitor the implementation of the CSR Policy of the Company from time to time. The Company has also adopted a CSR Policy in compliance with the aforesaid provisions and the same is placed on the Company's website at www.dolatinvest.com

Details of compliance with mandatory requirements and adoption of non-mandatory requirements

The Company has complied with all mandatory requirements of Clause 49 of the Listing Agreement with the Stock Exchanges and compliance with the non-mandatory requirements of this clause has been detailed hereunder:

Non-mandatory requirements under Clause 49 of the Listing Agreement

The status of compliance with the non-mandatory requirements of Clause 49 of the Listing Agreement is provided below:

The Board

The office of the Non Executive Chairman of the Company is not maintained by the Company. Further no expenses pertaining to the Chairman's office are reimbursed by the Company.

Shareholders rights

The Company has not adopted the practice of sending out half-yearly declaration of financial performance to shareholders. Quarterly results as approved by the Board and Audit Committee are disseminated to Stock Exchanges and updated on the website of the Company and published in newspapers.

Audit Qualification

It is always the Company's endeavor to present unqualified financial statements. There are no audit qualifications in the Company's financial statements for the year under review.

Separate posts of Chairman and CEO

The Chairman/Chairperson of the Board functions in a non executive capacity. The Managing Director is vested with full executive powers of management under the superintendence and control of the Board of Directors.

Reporting of Internal Auditor

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed an Internal Auditor who reports to the Audit Committee. Quarterly internal audit reports are submitted to the Audit Committee which reviews the audit reports and suggests necessary action.

Subsidiary Companies

At present, the Company has no materially Indian listed/unlisted subsidiary company. Accordingly, the requirement of appointing at least one independent director on the Board of Directors of the materially Indian unlisted subsidiary is not applicable.

Information to Shareholders

General information of shareholders' interest is set out in a separate section titled "Shareholder Information".

Auditors' Certificate on Corporate Governance

The Company has obtained a certificate from its Auditors testifying to its compliance with the provisions relating to Corporate Governance laid down in Clause 49 of the Listing Agreement with the Stock Exchanges. This certificate is annexed to the Corporate Governance Report for the year 2014-15 and will be sent to the stock exchanges,along with the Annual Report to be filed by the Company.

This section, read together with the information given in the sections (i) Management Discussion and Analysis and (ii) Shareholder Information, constitutes a detailed compliance report on Corporate Governance during the financial year 2014-15.

Management Discussion and Analysis

Management Discussion and Analysis is given in a separate section forming part of the Directors' Report in this Annual Report.

Steps for Prevention of Insider Trading Practices

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, the Company has issued a comprehensive set of guidelines advising and cautioning management staff and other relevant business associates on the procedure to be followed while dealing in equity shares of DOLAT INVESTMENTS LIMITED and disclosure requirements in this regard. The Company believes that 'The Code of Internal Procedure and Conduct' that it has framed in this regard will help in ensuring compliance with the amended SEBI regulations.

Material Disclosures and Compliance

Details of related party transaction during the year have been set out under Note No. 29 of Notes for Information forming part of Statement on Significant Accounting Policies & Notes forming Part of the Accounts. These are not having any potential conflict with the interests of the Company at large.

Disclosures

All material transactions entered into with related parties have been disclosed in this Corporate Governance Report. The details of the Related Party Transactions policy are available on the Company's website www. dolatinvest.com The Company follows Accounting Standards issued by The Institute of Chartered Accountants of India in preparation of its financial statements and the Company has not adopted a treatment different from that prescribed in an Accounting Standard.

No transaction of material nature has been made by the Company with its Promoters, Directors and their Relatives, Management, etc. that may have potential conflict with the interest of Company at large. The Company publishes its criteria of making payment of sitting fee/remuneration to its Non-Executive Directors in the Annual Report. None of the Independent Directors of the Company holds equity shares in the Company. The following Executive and Non Executive Directors are holding equity shares of the Company as per details given below:

Details of Non-compliance

During the last 3 years, there were no instances of non-compliance on any matter related to the capital markets. No penalties or strictures were imposed on the Company by any Stock Exchange or SEBI or any Statutory Authority on any matter related to capital markets.

Shareholder Information Information on general body meetings

Date, Time and Venue of 34th AGM : Tuesday, 29th September, 2015 at 11:00 A.M. at the Registered Office of the Company, Office No. 141, Center Point, Somnath, Daman, Daman & Diu 396210.

The previous three Annual General Meetings (AGM) of the Company were held on the following date, time andvenue

1. Appointment of Mr. Shashikant H. Gosalia, as Director of the Company, liable to retire by rotation. Ordinary Resolution.  

TABLE 12: Date, Time and Venue of Annual General Meetings held :

AGM Day, Date & Time  31st AGM Tuesday, 18/09/2012 at 11.00 A.M.

Venue 203, City Centre, 186, Purswakkam High Road,Keleeys, Chennai 600010.

AGM Day, Date & Time  32nd AGM Wednesday, 18/09/2013 at 11.00 A.M.

Venue 203, City Centre, 186, Purswakkam High Road,Keleeys, Chennai 600010.

AGM Day, Date & Time  33rd AGM Thursday, 18/09/2014 at 11.00 A.M.

Venue 203, City Centre, 186, Purswakkam High Road,keleeys, Chennai 600010.

32nd AGM

Subject matter of the Resolutions & Type of Resolutions

1. Appointment of Mr. Sunil P. Shah, as Director of the Company, liable to retire by rotation. Ordinary Resolution

2. Approval under Sections 198, 269, 309, 310 and 311 of the Companies Act, 1956 read with Schedule XIII for appointment of Mr. Rajendra D. Shah, as Managing Director of the Company. Special Resolution

33 rd AGM

Subject matter of the Resolutions & Type of Resolutions

1. Appointment of Mr. Harendra D. Shah, as Director of the Company, liable to retire by rotation. Ordinary Resolution

2. Appointment of Mr. Sunil P. Shah as Independent Director under Section 149 of Companies Act, 2013 Ordinary Resolution

3. Appointment of Mr. Shashikant H. Gosalia as Independent Director under Section 149 of Companies Act, 2013 Ordinary Resolution  

EGM

During the year no EGM has been held.

Financial Calendar

Financial Year 2015-16 : April 1, 2015 to March 31, 2016

Audited Annual Results for the year ended March 31,2015 : : 29th May 2015

Mailing of Annual Report : By last week of August, 2015*

Unaudited first quarter financial results : By Second week of August 2015*

Unaudited second quarter financial results : By second week of November 2015*

Unaudited third quarter financial results : By second week of February 2016*

Unclaimed Dividends

Pursuant to the provisions of Section 124 of the Companies Act, 2013 (corresponding to Sections 205A to 205C of the Companies Act, 1956), all unclaimed/unpaid monies by way of dividend transferred to the "Unpaid Dividend Account" of the Company that remains unclaimed/unencashed for a period of 7 (seven) years from the respective date of such transfer, has to be transferred by the Company to "The Investor Education and Protection Fund" ("IEPF"). The details of Dividends paid by the Company and the corresponding due dates for transfer of such unclaimed/unencashed dividend to the aforementioned Fund constituted by the Central Government are furnished hereunder:

Information on Directors being appointed/ re-appointed

The information regarding Directors seeking appointment/re-appointment at the ensuing Annual General Meeting is given under Annexure to item 3 of the Notice convening Annual General Meeting.

Communication to Shareholders

The Company has published its quarterly, half-yearly and annual results in Trinity Mirror (English) and Makkal Kural (Tamil), Chennai. Quarterly results were sent to the Stock Exchanges immediately after the Board approved them. The financial results and other relevant information are regularly and promptly updated on the website of the Company

Share Transfer

The power to approve share transfer/transmission, etc. as well as the dematerialization/ rematerialisation has been delegated to Mr. Rajendra D Shah, Managing Director, Ms. Harsha H. Shah, Director, Mr. Vaibhav P. Shah Chief Financial Officer, Mr. Umesh V Moolya, Company Secretary of the Company. All transfers pertaining to shares held in physical form as well as requests for dematerialisation/rematerialisation are processed in fortnightly cycles.

Registrar and Share Transfer Agent

Purva Sharegistry (India) Private Limited, as the Registrar and Share Transfer Agent of DOLAT INVESTMENTS LIMITED, handle all share transfers and related processes. They provide the entire range of services to the Shareholders of the Company relating to share transfers, change of address or mandate and dividend. The electronic connectivity with both the depositories -

National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) is also handled by Purva Sharegistry (India) Private Limited.

Share Transfer System

Share transfers received by the Company are registered within 15 days from the date of receipt in most of the cases, provided the documents are complete in all respects. The number of shares transferred in physical category during the year 2014-15 was nil as compared to nil shares in 2013-14.

Dematerialisation of Shares

During the year 2014-15, 4000 shares were dematerialized as compared to NIL shares during the year 2013-14. The distribution of shares in physical and electronic modes as at March 31, 2015 and March 31, 2014.

Listing on stock exchanges and stock codes

The Company's equity shares are listed and traded on BSE Ltd. (BSE) Phiroze jeejeebhoy Towers, Dalal Street, Mumbai 400001. Stock Code: 505526

The ISIN Number of Company's Equity Shares (face value of Rs. 1/- each) for NSDL & CDSL is INE966A01022. The Company has paid listing fees for the financial year 2015-16 to the stock exchange.

Market Price Data Equity Shares

The details of high/low market price of the equity shares of the Company at BSE Limited (BSE) during the last accounting year of the Company are provided hereunder. (See Table 14).

TABLE 14: Monthly high/low Market Price of Equity Shares of DOLAT INVESTMENTS LTD.

M/s. Purva Sharegistry (India) Private Limited is the Registrar and Share Transfer Agent of the Company and providing entire range of services to the shareholders of the Company in regard to share transfer, change of address, change of mandate, dividend, etc. The electronic connectivity with both the depositories - NSDL and CDSL is being maintained by M/s. Purva Sharegistry (India) Private Limited. The Company Secretary in co-ordination with the Registrar and Share Transfer Agent at periodic intervals attends and resolves various investor related complaints to the satisfaction of the investors.

Nomination

Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in the case of death of all the registered Shareholder/s. The prescribed form for such nomination can be obtained from M/s. Purva Sharegistry (I) Pvt. Ltd. Nomination facility in respect of shares held in electronic form is also available with Depository Participant (DP) as per the bye-laws and business rules applicable to NSDL and CDSL.

Address for Correspondence

Investors and shareholders can correspond with:

1) The Company at the following address: Secretarial Department  Dolat Investments Limited  301-308, Bhagwati House,  A/19, Veera Desai Road,  Andheri (West), Mumbai 400058.  Tel: +91 22 26732602 Fax: +91 22 26732642  E-mail: grievance@dolatinvest.com  Website: <http://www.dolatinvest.com>

AND/OR

2) The Registrars and Share Transfer Agent of the Company M/s. Purva Sharegistry (India) Private Limited at their following address: -

By Post/Courier/Hand Delivery

M/s. Purva Sharegistry (India) Private Limited  Unit : Dolat Investments Limited  Add: No.9, Shiv Shakti Industrial Estate,  Ground Floor, J.R. Boricha Marg,  Lower Parel (East), Mumbai 400011.  Phone No.: +91 22 23016761  E-mail: purvashr@mtnl.net.in

Declaration

I, Rajendra D. Shah, Managing Director of Dolat Investments Limited, hereby affirm and declare, to the best of my knowledge and belief and on behalf ofthe Board of Directors ofthe Company and senior management personnel, that:

• The Board of Directors has laid down a code of conduct for all Board members and senior management of the Company ;

• The code of conduct has been posted on the website of the Company;

• The code of conduct has been complied with.

For and on behalf of the Board of Directors

RAJENDRA D SHAH

Managing Director

(DIN 00005013)

HARSHA H SHAH

Director

(DIN 00012623)

Place : Mumbai,

date : May 29, 2015