DIRECTOR'S REPORT TO THE SHAREHOLDERS Dear Shareholders: 1) Your Directors have pleasure in presenting the 38th ANNUAL REPORT on the business and operations of the Company and Audited Statement of Accounts of the Company for the year ended 31 st March, 2015. 2) DIVIDEND In View of carried forward losses the Directors do not recommend the payment of dividend on Equity Shares for the year ended 31st March, 2015. 3) CHANGE IN THE NATURE OF BUSINESS, IF ANY There has been no change in the nature of business carried on during the financial year under review. 4) DIRECTORS The Board of Directors, in compliance with the section 149(1) of the Companies Act,2013 Mr. Vijay Pandya appointed as an Additional Director with effect from 13th November 2014.He shall hold office upto the date of the forthcoming Annual General Meeting and is eligible for appointment as a Independent Director. The Company has received a notice in writing along with deposit pursuant to Section 160 of Companies Act, 2013, proposing the appointment of Mr Vijay Pandya as Independent Director of the company. Your Board has recommended the appointment of Mr. Vijay Pandya as Independent Director not liable to retire by rotation for a period of five consecutive years with effect from the conclusion of this Annual General Meeting till the conclusion of the 43rd Annual General Meeting of the Company to be held in the calendar year 2020 not liable to retire by rotation. Mr. Vikas Pavankumar, Director of the Company resigned from the Board with effect from 11th August, 2014. Mr. Sudhir Shankar Bandiwadekar has been appointed as an Addional Director of your company on 11th August, 2014 and regularized as a independent Director on 26th September, 2015.(AGM). In accordance with the Provisions of Section-152 of the Companies Act, 2013 and the Company's Articles of Association Mrs. Rita Pavankumar, Director retire by rotation of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. 5) DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the company have made a declaration confirming the compliance of the conditions of independence stipulated in the aforesaid section. 6) DIRECTOR RESPONSIBILITY STATEMENT The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (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) that 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; and (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. 7) AUDITORS The Auditors/s A.K.Nevatia & Associates, Chartered Accountants, were re-appointed as the statutory Auditors of the company under Section 139 of the Companies Act,2013 to hold office for a period of three years upto the conclusion of the 40th Annual General Meeting in 2017.They are eligible for re-appointment for the financial year 2015-16.Your Board recommends ratification of their appointment as the statutory Auditors at the ensuing Annual General Meeting for a period upto the conclusion of the 40th Annual General Meeting of the company. The Company did not appoint any Internal Auditor for the period under review. The Company proposes to get the Internal Audit done in the Current year. 08) VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has established a Vigil Mechanism/Whistleblower Policy for the employees to report their genuine concerns or grievances and the same has been uploaded on the website of the Company at www.dalalstreetinvestments.com The Audit Committee of the Company oversees the Vigil Mechanism. 09) NOMINATION AND REMUNERATION COMMITTEE The Company has formed Nomination and Remuneration committee on 13th November, 2014. The Committee has formulated a Nomination and Remuneration Policy and the same has been uploaded on the website of the Company at www.dalalstreetinvestments.com 10) AUDIT COMMITTEE The Board of Directors has constituted an Audit Committee on 13th November, 2014 and empowered the committee to deal with all such matters which it may consider appropriate to perform as audit committee including items specified in Section 177(4) of the Companies Act, 2013 (as may be modified/amended from time to time) and such matters as may be assigned from time to time by the Board of Directors. There have been no instances of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review. 11) RISK MANAGEMENT Business Risk Evaluation and Mangement is an ongoing process within the Organization. The Company has a robust risk management framework to indentify, monitor and minimize risks as also indentify as also indentify business opportunities. 12) ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. r 14) PARTICULARS OF EMPLOYEES None of the employees of the company received remuneration in excess of the limit specified u/s Section 197 of the Companies Act, 2013 read with Rule of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 15) PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY There is no transaction with Related Party which requires disclosure under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. The above disclosure was not applicable for the previous year. 17) PUBLIC DEPOSITS Your Company has not invited any deposits from public / shareholders in accordance with Section 73 and 74 of the Companies Act, 2013 for the financial year ended on March 31, 2015. 18) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS During the year under review, 7 Board meetings were held, details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 20) DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Conservation Of Energy The particulars as required under the provisions of Section 134 of the Companies Act, 2013 and as per Companies Accounts Rules 2015 in respect of conservation of energy has not been furnished considering the nature of activities undertaken by the company during the year under review. Technology Absorption Your company has not conducted any R&D activity. Foreign Exchange Earnings and Outgo Foreign Exchange Earning: - Nil. Foreign Exchange Expenditure: - Nil 21) MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relates and the date of the report. 22) SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Priyanka Agrawal, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed as Annexure "A" to this Report. The Secretarial Audit Report as annexed is self-explanatory and do not call for any further comments. 23) EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section-92 of the Companies Act, 2013, in included in this Report as Annexure- "B" and forms an integral part of this Report. 24) INTERNAL FINANCIAL CONTROLS The management has formed adequate system of internal financial controls as required to meet its financial needs and meeting day to day expenditure commensurate with nature and size of its business. 25) CORPORATE GOVERNANCE Corporate Governance stipulated in Clause 49 of the Listing Agreement is not applicable to the company as per SEEM Circular No: CIR/CFD/POLICY CELL/7/2014 dated 15,h September, 2014. 26) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There were no significant and material orders passed against the Company by the regulators or courts or tribunals during FY 14-15 impacting the going concern status and Company's operations in future. 27) DISCLOSURES ABOUT CSR POLICY The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions under Section 135 of the Companies Act. 2013 read with Rules thereunder are not applicable to the Company for the year under review. Thus the Company has not made any contribution towards Corporate Social Responsibility activities. 28) APPRECIATION We wish to place on record our deep and sincere appreciation for the contribution made by the workers, staff and executives to the performance of the Company, By order of the Board of Directors of DALAL STREET INVESTMENTS LTD Sudhir Bandiwadekar Director Rita Pavankumar Director Place: Mumbai Date:07/08/2015. |