To the Shareholders
Your Directors have pleasure in presenting the thirty-third (33rd)
Directors' Report of Delta Corp Limited ("the Company") along with the
financial statements for the financial year ended 31st March, 2024.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
Certain key aspects of your Company's performance during the
financial year ended 31st March, 2024 as compared to the previous financial
year are summarised below: (Rs in Crores)
Particulars |
Standalone |
Consolidated |
|
Year Ended 31st March, 2024 |
Year Ended 31st March, 2023 |
Year Ended 31st March, 2024 |
Year Ended 31st March, 2023 |
| Gross Income from Operations |
635.66 |
594.06 |
1,010.48 |
1,036.02 |
| Less : Customer Incentive - Online Skill
Gaming |
- |
- |
69.78 |
56.30 |
| Less : Intragroup Transactions |
- |
- |
15.40 |
15.25 |
| Income from Operations |
635.66 |
594.06 |
925.30 |
964.47 |
| Other Income |
39.09 |
32.01 |
56.92 |
46.39 |
| Total Income |
674.75 |
626.07 |
982.22 |
1,010.86 |
| Profit before Interest, Depreciation and Tax |
313.81 |
302.61 |
350.31 |
396.73 |
| Finance Cost |
(5.26) |
(2.98) |
(11.04) |
(9.61) |
| Profit before Depreciation and Taxes |
308.55 |
299.63 |
339.27 |
387.12 |
| Depreciation & Amortisation Expenses |
(37.04) |
(30.50) |
(63.78) |
(58.65) |
| Total Tax Expenses |
(76.93) |
(49.69) |
(81.56) |
(66.98) |
| Exceptional Items |
58.86 |
(3.55 ) |
49.78 |
- |
| Minority Interest & Profit from Associate
Company |
- |
- |
0.52 |
(0.12) |
| Net Profit for the Current Year |
253.44 |
215.90 |
244.23 |
261.37 |
| Earlier Years Balance Brought forward |
672.47 |
487.74 |
776.92 |
546.72 |
| Net Profit available for Appropriation |
925.91 |
703.64 |
1,021.15 |
808.09 |
Appropriation: |
|
|
|
|
| Dividend on Equity Shares |
(33.47 ) |
(33.43) |
(33.47) |
(33.43) |
| Transfer from Share Option Outstanding
Account |
9.76 |
2.26 |
9.76 |
2.26 |
| Transferred from other Comprehensive Income |
10.46 |
- |
10.48 |
- |
| Balance carried to Balance Sheet |
912.66 |
672.47 |
1,007.53 |
776.92 |
The standalone gross revenue from operations for financial year 2023-24
was 635.66 Crores (previous year: 594.06 Crores). The operating profit before tax
stood at 271.51 Crores (previous year: 269.14 Crores). The net profit after tax for
the year stood at 253.44 Crores (previous year: 215.90 Crores).
The consolidated gross revenue (including customer discount on online
skill gaming and intragroup transactions) from operations for financial year 2023-24 was
1,010.48 Crores (previous year: 1,036.02 Crores), the consolidated operating profit
before tax stood at 275.49 Crores (previous year: 328.47 Crores). The consolidated
profit after tax stood at 244.23 Crores (previous year: 261.37 Crores).
2. DIVIDEND
Your Directors recommend final dividend of 1.25/- per equity share
(i.e. 125%) of face value of 1/- each, for the financial year ended 31st March,
2024, for approval of the Members at the ensuing Annual General Meeting. For this purpose
Saturday, 20th July, 2024. has been fixed as the Record Date for ascertaining
entitlement for the payment of final dividend.
Members are requested to note that pursuant to the provisions of
Finance Act, 2020, the Company would be required to deduct tax at source (TDS) at the
prescribed rates.
In this regard, the Company will be sending an email communication to
all the Shareholders whose email addresses are registered with the Company/Depositories
and physical letters to other shareholders explaining the process on withholding tax from
dividends paid to the shareholders at prescribed rates.
The board of directors of your Company has approved and adopted the
dividend distribution policy and dividends declared/recommended during the year are in
accordance with the said policy.
The dividend distribution policy is available on the weblink
http://www.deltacorp.in/pdf/dividend-Distribution-Policy.pdf
3. SHARE CAPITAL
During the year, the issued, subscribed and paid– up capital of
the Company has changed from 26,75,95,597/- divided into 26,75,95,597 equity shares of
1/- each to 26,77,71,097/- divided into 26,77,71,097 equity shares of 1/- each on
account of allotment of equity shares under DELTACORP Employees Stock Option Scheme 2009
of the Company.
4. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies
Act, 2013 (the Act), the Annual Return as on 31st March, 2024 is available on
the Company's website at the link https://deltacorp.in/
pdf/annual-return/Annual-Return-2024.pdf
5. NUMBER OF MEETINGS OF THE BOARD
The Board met eight (8) times during the financial year 2023-24. The
particulars of meetings held and attended by each Director are detailed in the Corporate
Governance Report, which forms part of this Report.
6. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby confirm that:
i. in the preparation of the annual accounts for financial year ended
31st March, 2024, the applicable accounting standards have been followed and
there are no material departures;
ii. they 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 of the Company for that period.
iii. they 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.
iv. they had prepared the annual accounts on a ‘going
concern' basis.
v. they had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and have been operating
efficiently.
vi. they had devised proper systems to ensure compliance with
provisions of all applicable laws and that such systems were adequate and operating
effectively.
7. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted the declaration
of Independence as required under Section 149(7) of the Act and Regulation 25(8) of
the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations), confirming that they meet the criteria of
independence under Section 149(6) of the Act and Regulation 16 (1)(b) of the Listing
Regulations as amended from time to time. The Independent Directors have also confirmed
that they have complied with the Company's Code of Business Conduct & Ethics.
In compliance with the rule 6(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, all the Independent Directors have registered
themselves with the Indian Institute of Corporate Affairs.
8. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors' appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under subsection (3) of Section 178
of the Act and Regulation 19 of Listing Regulations is appended as Annexure I to this
Report and is available on the company's website at
https://deltacorp.in/pdf/Nomination-and-Renumeration-Policy.pdf
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE ACT
The Company falls within the scope of the definition of infrastructure
company as provided under the Act read with Schedule VI. Accordingly, the Company is
exempt from the provisions of Section 186 of the Act with regards to Loans, Guarantees and
Investments.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2023-24, your Company has entered into
transactions with related parties as defined under Section 2(76) of the Act and Rules made
thereunder and Regulation 23 of the Listing Regulations. During the financial year
2023-24, the Company has not entered into transactions with related parties which qualify
as material transactions as per the Listing Regulations. All transactions with related
parties were reviewed and approved by the Audit Committee and were in compliance with the
applicable provisions of the Act and the Listing Regulations.
The details of related party transactions as required under IND AS-24
are set out in notes to accounts to the standalone financial statements forming part of
this Annual Report.
The policy on Related Party Transactions is available on the
Company's website at: http://www.deltacorp.
in/pdf/related-party-transaction-policy.pdf
There are no transactions to be reported in Form AOC-2.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There are no material changes affecting the financial position of the
Company subsequent to the close of financial year 2023-24 till the date of this report
except as mentioned below:
Strategic Partnership with Peninsula Land Limited and Alpha
Alternatives Fund Advisors LLP
The board of directors of the Company vide its resolution dated 08th
May, 2024 approved the execution of binding term sheet with Peninsula Land Limited
("PLL") and Alpha Alternatives Fund Advisors LLP through its affiliates
(including Arsenio Strategies Private Limited)/ Funds managed by Alpha Alternatives Fund
Advisors LLP (collectively referred to as "AA Group") for establishing a real
estate development platform and investment of upto 90,00,00,000 (Rupees Ninety
Crore) by the Company, in one or more tranches and in one or more entities (the "RE
Platform") incorporated/ acquired pursuant to establishment of the real estate
development platform established as a joint venture between the Company, PLL and AA Group.
The RE Platform will be funded with an aggregate amount of 765,00,00,000 (Rupees Seven
Hundred Sixty Five Crore), out of which AA Group, PLL and the Company propose to
contribute up to an aggregate of 450,00,00,000 (Rupees Four Hundred Fifty Crore)
(58.82%), 225,00,00,000 (Rupees Two Hundred Twenty Five Crore) (29.42%) and
90,00,00,000 (Rupees Ninety Crore) (11.76%), respectively, as and when required. Further
the Company do not intend to pursue the joint venture earlier contemplated with PLL.
12. OTHER EVENTS TILL THE DATE OF THIS REPORT
a. GST Notice
The Company along with three subsidiary companies had received show
cause notices from the Directorate General of Goods and Service Tax (GST) Intelligence for
alleged short payment of GST aggregating 23,207.30 Crores for periods from 1st July
2017 to 30th November 2022.
The amounts claimed under the above notices are inter-alia based on the
gross bet value/ face value of all games played at the casinos/ online platform and short
payment of GST on consideration received towards entry to the casino/gross rake amount
collected from online platform during the above-mentioned period. This matter has been an
industry issue and multiple representations have been made by the industry participants to
the Government in this regard. The Company / subsidiary company have filed Writ petitions
and have obtained Stay order from respective High Courts.
Total demand from above matters on the Company aggregating to
11,767.81 Crores, has been disclosed as contingent liability based on management's
assessment in accordance with external legal advice obtained by the management.
For further information, kindly refer Standalone Auditors Report of the
Company.
b. SubscriptionofEquitySharesandUnsecured Compulsorily Convertible
Debentures of Peninsula Land Limited
The board of directors of the Company vide its resolution dated 30th
November, 2023 approved the subscription of the following securities of Peninsula Land
Limited:
(a) 1,50,00,000 (One Crores Fifty Lakh) equity shares of face value of
2/- (Rupees Two Only) per share at an issue price of 44/- (Rupees Forty Four Only)
including a premium of 42/- (Rupees Forty Two Only), for an aggregate cash consideration
of 66,00,00,000/- (Rupees Sixty Six Crores Only); and
(b) 77,27,000 (Seventy Seven Lakh Twenty Seven Thousand) 0% unsecured
compulsory convertible debentures ("CCDs") of face value 44/- (Rupees
Forty Four Only) each convertible into 1 (One) fully paid-up equity share of PLL having
face value of 2/- (Rupees Two Only) on 16th April, 2025, for an aggregate
cash consideration of 33,99,88,000 (Rupees Thirty Three Crores Ninety Nine Lakh Eighty
Eight Thousand Only).
c. Shifting of Corporate Office of the Company
The board of directors of the Company at its meeting held on 09th
January, 2024 have approved the shifting of corporate office of the Company from
"Bayside Mall, 2nd Floor, Tardeo Road, Haji Ali, Mumbai – 400
034" to "Delta House, Hornby Vellard Estate, Dr. Annie Besant Road, Next to
Copper Chimney, Worli, Mumbai- 400 018".
d. Shifting of Registered Office of the Company
The board of directors of the Company at their meeting held on 08th
May, 2024 approved the shifting of registered office of the Company from the jurisdiction
of Registrar of Companies, Pune to the jurisdiction of Registrar of Companies, Mumbai. The
same is subject to necessary approvals of shareholders and regional director.
13. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of
the Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure II to this
Report.
14. BUSINESS RISK MANAGEMENT
The board of directors of the Company has constituted a Risk Management
Committee to frame, implement and monitor the risk management plan for the Company. The
Company has a robust Risk Management framework to identify, evaluate business risks and
opportunities. This framework seeks to create transparency, minimize adverse impact on the
business objectives and enhance the Company's competitive advantage. The Composition
of the Committee is in compliance with Regulation 21 of the Listing Regulations.
The business risk framework defines the risk identification and its
management approach across the enterprise at various levels including documentation and
reporting. The framework helps in identifying risks trend, exposure and potential impact
analysis on a Company's business.
15. CORPORATE SOCIAL RESPONSIBILITY
The board of directors of the Company has constituted a Corporate
Social Responsibility (CSR) Committee in accordance with Section 135 of the Act and rules
framed thereunder. The brief outline of the CSR policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year under review are set out in
Annexure III of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The CSR policy is available on the Company's
website at: https://deltacorp.in/
pdf/Corporate-Social-Responsibility-Policy-and-Composition2.pdf
16. VIGIL MECHANISM
The Company has adopted Vigil Mechanism and Whistle Blower Policy for
Directors and Employees in compliance with the provisions of Section 177(10) of the Act
and Regulation 22 of the Listing Regulations, to report genuine concerns and to provide
for adequate safeguards against victimization of persons who may use such mechanism.
During the year no personnel of the Company was denied access to the Audit Committee. The
said policy is also available on the Company's website at https://
deltacorp.in/pdf/whistle-blower-policy.pdf
17. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD
Pursuant to the provisions of the Act and Regulation 19 of the Listing
Regulations, the Board has carried out an annual evaluation of its own performance,
performance of the Directors as well as the evaluation of the working of its Committees.
The Nomination, Remuneration and Compensation Committee (NRC Committee) has defined the
evaluation criteria for the Board, its Committees and Directors.
The Board's functioning was evaluated after taking inputs from the
Directors on various aspects, including inter alia degree of fulfillment of key
responsibilities, Board structure and composition, establishment and delineation of
responsibilities to various Committees, effectiveness of Board processes, information and
functioning.
The Committees of the Board were evaluated after taking inputs from the
Committee members on the basis of criteria such as degree of fulfillment of key
responsibilities, adequacy of Committee composition and effectiveness of meetings.
The Board reviewed the performance of the individual directors on
aspects such as attendance and contribution at Board/Committee Meetings and
guidance/support to the management outside Board/Committee Meetings. In addition, the
Chairman was also evaluated on key aspects of his role, including setting the strategic
agenda of the Board, encouraging active engagement by all Board members.
The performance evaluation of the Independent Directors was carried out
by the entire Board, excluding the Director being evaluated. The performance evaluation of
the Chairman and the Non-Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Board as a whole.
In a separate meeting of independent directors, performance of
Non-Independent Directors, performance of the board as a whole and performance of the
Chairman was evaluated, taking into account the views of executive directors and
non-executive directors.
18. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year, the board of directors reviewed the affairs of the
subsidiaries. In accordance with Section 129(3) of the Act and Listing Regulations, the
Company has prepared consolidated financial statements of the Company and all its
subsidiaries, which form part of the Annual Report. A statement containing the performance
and financial position of the subsidiaries and associate companies of the Company as
required under Rule 5 of the Companies (Accounts) Rules, 2014 is provided as Annexure-A
(AOC-1) in the financial statement and hence not repeated here for the sake of brevity.
In accordance with Section 136 of the Act, the audited financial
statements, including the consolidated financial statements and related information of the
Company and audited accounts of each of its subsidiaries, are available on Company's
website www.deltacorp.in. The policy for determining material subsidiaries is available on
the Company's website at: http://www.
deltacorp.in/pdf/policy-for-determining-material-subsidiaries.pdf During the year under
review the Company incorporated Deltin Foundation, Section 8 Company as a Wholly Owned
Subsidiary on 3rd October, 2023. During the year, Caravella Entertainment
Private Limited and its subsidiary Deltin Nepal Private Limited ceased to be subsidiaries
of the company with effect from 20th February, 2024.
The Company incorporated Delta Penland Private Limited as a Wholly
Owned Subsidiary on 24th April, 2024. Delta Offshore Developers Limited,
Mauritius, ceased to be a subsidiary of the Company on account of liquidation.
19. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT
The Company has neither accepted nor renewed any deposits during the
financial year 2023-24 in terms of Chapter V of the Act.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS AFFECTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
21. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS
The Company's internal control systems are commensurate with the
nature of its business and the size and complexity of its operations, and such internal
financial controls with reference to the financial statements are adequate.
22. DIRECTORS AND KEY MANAGERIAL PERSONNEL The Board of Directors
InaccordancewiththeprovisionsoftheSection152(6) (e) of the Act, Mr.
Ashish Kapadia, (DIN:02011632) will retire by rotation at the ensuing Annual General
Meeting (AGM) and being eligible, offers himself for re-appointment.
In terms of the Listing Regulations, continuation of a Director on the
board of directors of a listed entity as on 31st March 2024, without the
approval of the shareholders for the last five years or more shall be subject to the
approval of shareholders in the first general meeting to be held after 31st
March 2024 and thereafter at least once in every five years. In the aforesaid context,
approval of the Members is being sought for continuation of Mr. Jaydev Mody as
Non-Independent Non-Executive Director and Chairman of the Company, liable to retire by
rotation at the ensuing AGM.
The 2nd term of Independent Directors Mrs. Alpana Chinai,
Mr. Rajesh Jaggi and Mr. Ravinder Kumar Jain will expire on 27th July, 2024. On
recommendation of NRC Committee, the board of directors of the Company appointed Mr.
Pankaj Razdan (DIN: 00061240) and Mrs. Tara Subramaniam (DIN: 07654007) as additional
Independent Directors of the Company for the 1st term of five years with effect
from 9th July, 2024 to 8th July, 2029 subject to approval of members
in accordance with the provisions of the Act and Rules made thereunder and the Listing
Regulations. They shall hold the office as an Additional Director upto the date of the
ensuing AGM. Necessary resolutions to this effect has been inserted in the AGM notice.
Your Directors recommend the said resolutions.
Key Managerial Personnel
During the year Mr. Hardik Dhebar, ceased to be Chief Financial Officer
of the Company with effect from 16th August, 2023 on account of resignation.
The Board placed on record its appreciation for the valuable services and guidance given
by Mr. Hardik Dhebar during his tenure as Chief Financial Officer.
On recommendation of NRC Committee the board of directors appointed Mr.
Anil Malani as President & Chief Financial Officer designated as Key Managerial
Personnel of the Company with effect from 11th October, 2023.
23. AUDITORS
1. Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm
Registration No: 001076N/ N500013), were re-appointed as Statutory Auditors of the Company
for second term at the 30th AGM held on 20th August, 2021 till the
conclusion of the 35th AGM to be held in the year 2026. There are no
qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor
of the Company, in the audit report.
2. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of directors
of the Company have appointed M/s. A. K. Jain & Co., Company Secretaries in Practice
to undertake the Secretarial Audit of the Company for the year ended 31st
March, 2024. The Secretarial Audit Report is appended as Annexure IV to this Report.
There are no qualifications, reservations or adverse remarks or
disclaimers made by Secretarial Auditor of the Company, in the secretarial audit report.
As per the requirements of the Listing Regulations, Secretarial
Auditors of the unlisted material subsidiaries of the Company have undertaken secretarial
audit of such subsidiaries for financial year ended 31st March, 2024. The
Secretarial Audit Reports of such unlisted material subsidiaries viz. Deltatech Gaming
Limited and Highstreet Cruises and Entertainment Private Limited is appended as Annexure V
& VI and available on Company's website at:
https://deltacorp.in/material-subsidiaries-financial-year-2023-24.html
24. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and/or Board under
Section 143(12) of Act and Rules framed thereunder.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34(2) read with Schedule V of the Listing
Regulations, Management Discussion and Analysis Report is provided in a separate section
and forms an integral part of this Annual Report.
26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
The Company endeavors to cater to the needs of the communities it
operates in thereby creating maximum value for the society along with conducting its
business in a way that creates a positive impact and enhances stakeholder value. As per
Regulation 34(2)(f) of the Listing Regulations, the BRSR depicting initiatives taken by
the Company from an environmental, social and governance perspective forms part of this
Annual Report.
27. CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the Listing
Regulations, a separate section on corporate governance practices followed by the Company,
together with a certificate from the Practicing Company Secretary confirming compliance
with the conditions of Corporate Governance forms an integral part of this Annual Report.
28. AUDIT COMMITTEE OF THE COMPANY
The composition of the Audit Committee is in compliance with the
requirements of Section 177 of the Act, Regulation 18 of the Listing Regulations as
amended from time to time and guidance note issued by Stock Exchanges. The details of the
composition of the Audit Committee are detailed in the Corporate Governance Report, which
forms part of this Annual Report.
29. PARTICULARS OF EMPLOYEES
Details of top ten employees in terms of the remuneration and employees
in receipt of remuneration as required under the provisions of Section 197(12) of the Act,
read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, which form part of the Directors' Report, will be
made available to any shareholder on request, as per provisions of Section 136 of the said
Act. Members who are interested in obtaining these particulars may write email to the
Company Secretary on secretarial@ deltin.com.
The disclosures in terms of the provisions of Section 197(12) of the
Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in Annexure VII to this Report.
30. EMPLOYEES STOCK OPTION SCHEME AND EMPLOYEES STOCK APPRECIATION
RIGHTS PLAN
As required in terms of regulation 14 of the Securities and Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014 and in terms of Rule 12
of Companies (Share Capital and Debentures) Rules, 2014, the disclosures relating to DELTA
CORP ESOS 2009 and Delta Employees Stock Appreciation Rights Plan 2019 are given in
Annexure VIII to this Report.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has complied with the provisions relating to constitution
of Internal Complaints Committee and has Anti-Sexual Harassment policy pursuant to the
provisions of The Sexual Harassment of Woman at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. The Company has received three complaints and no complaints are
pending as on 31st March, 2024.
32. COMPLIANCE OF THE SECRETARIAL STANDARDS
During the financial year, the Company has complied with the applicable
Secretarial Standards i.e. SS-1 and SS-2 as issued by the Institute of the Company
Secretaries of India.
33. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR
There are no applications made or any proceeding pending against the
Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
34. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Act and rules made thereunder are not
applicable for the business activities carried out by the Company.
35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no instances of one time settlement during the financial
year.
36. TRANSFER OF UNCLAIMED/ UNPAID AMOUNTS AND SHARES TO THE INVESTOR
EDUCATION AND PROTECTION FUND
In accordance with the provisions of the Section 124 and 125 of the
Act, read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, as amended (IEPF Rules), the dividends, unclaimed for a period of
seven years from the date of transfer to the Unpaid Dividend Account of the Company are
liable to be transferred to the IEPF.
The IEPF Rules mandate Companies to transfer shares of Members whose
dividends remain unpaid/ unclaimed for a continuous period of seven years to the demat
account of IEPF Authority. The Members whose dividend/shares are transferred to the IEPF
Authority can claim their shares/dividend from the Authority. In accordance with the said
IEPF Rules and its amendments, the Company had sent notices to all the Shareholders whose
shares were due to be transferred to the IEPF Authority and simultaneously published
newspaper advertisement.
The Company has appointed a Nodal Officer under the provisions of IEPF
the details of which are available on the website of the Company at www. deltacorp.in.
The Company has uploaded the details of unpaid and unclaimed amounts
lying with the Company on the Company's website at www.deltacorp.in.
37. ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation for the co-operation
received from shareholders, bankers and other business constituents during the year under
review. Your Directors also wish to place on record their deep sense of appreciation for
the commitment displayed by all executives, officers and staff, for better performance of
the Company during the year.
| For and on behalf of the Board of Directors |
Jaydev Mody |
Chairman |
DIN: 00234797 |
| Place: Mumbai |
| Date: 9th July, 2024 |
|