To,
The Members,
Your Directors present their 46th Annual Report and the Audited Financial
Statements of DALAL STREET INVESTMENTS LIMITED (the Company') for the
Financial Year ended 31st March, 2023.
REGISTERED OFFICE
During the year under review, your Company is currently having its registered office at
409 Dev Plaza, S.V. Road, Opp. Fire Brigade, Andheri West Mumbai 400058, Maharashtra.
FINANCIAL RESULTS
The Company's financial performance for the year ended 31st March 2023 is
summarized below:
Particulars |
Financial Results for the year ended as at |
|
31st March, 2023 |
31st March, 2022 |
Revenue from Operations |
106.50 |
36.00 |
Other Income |
23.57 |
49.24 |
Total Expenses |
122.97 |
82.84 |
Profit/(Loss) before tax & prior period expenses |
0 |
0 |
Prior period expense (Net)/Exceptional Item |
0 |
0 |
Profit/(Loss) Before Tax |
7.10 |
2.40 |
Tax Expense (Net) |
0.00 |
0.00 |
Profit /(Loss) After Tax and before Share of Profit/(Loss) of
Associates/ Joint Venture |
7.10 |
2.40 |
Share of Profit/(Loss) of Associates/ Joint Venture |
0 |
0 |
Net Profit /(Loss) After Tax |
7.10 |
2.40 |
Other Comprehensive Income |
|
|
Items that will not be reclassified subsequently to profit or loss |
0 |
0 |
Items that will be reclassified subsequently to profit or loss |
(12.33) |
18.18 |
Total Comprehensive income, net of tax |
(12.33) |
18.18 |
Total Comprehensive Income for the year attributable to owners of
the Company |
(5.23) |
20.58 |
Earnings Per Share (Rs.) |
|
|
Basic |
2.25 |
0.76 |
Diluted |
2.25 |
0.76 |
*Note: The above figures are extracted from the standalone financial statements as per
Indian Accounting Standards (Ind AS). For the purpose of transition to Ind AS, the Company
has followed the guidance prescribed in Ind AS 101, First-Time Adoption of Indian
Accounting Standards, with April 1, 2017 as the transition date.
PERFORMANCE OF THE COMPANY
The Total Revenue for the financial year under review was Rs. 106.50 lakhs as against
Rs. 36.00 lakhs for the previous financial year mainly because of pandemic impact. The
profit after tax was Rs. 7.10 lakhs for the financial year under review as against Rs.
2.40 lakhs reported for the previous financial year.
There were no material changes and commitments affecting the financial position of the
Company, between the end of the financial year and the date of this Report.
DIVIDEND
To conserve resources for future, your Directors' do not recommend any dividend for the
financial year under review. In terms of Regulation 43A of the SEBI (LODR), Regulations
2015, ("the Regulations"), including amendments thereunder, the Dividend
Distribution Policy shall not be applicable to the Company.
TRANSFER TO RESERVES
The Directors do not propose to transfer any amount to Reserve.
NBFC UPDATES
Your Company continues to mainly undertake business activities of providing advisory
services and undertaking investment within the parameters of the regulations/statutes.
MAJOR EVENTS OCCURRED DURING THE YEAR
MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT
There are 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 statements relate and the date of this report.
CHANGE IN NATURE OF BUSINESS
The Company has not undergone any change in the nature of business during the year. SHARE
CAPITAL
The present Authorized Share Capital of the Company is Rs. 2,00,00,000/- (Rupees Two
Crores Only) divided into 20,00,000 (Twenty Lakhs) Equity Shares of Rs.10/- each. The
Paid-up Equity Share Capital is Rs. 31,50,740/- (Rupees Thirty-One Lakhs Fifty Thousand
Seven Hundred and Forty only ) divided into 3,15,074 (Three Lakh Fifteen Thousand
Seventy-Four) Equity shares of Rs.10/- each) as at March 31, 2023.
LISTING FEES
Equity Shares of your Company are listed on BSE Limited. Your Company has paid the
required listing fees to Stock Exchange.
DEPOSITS
The Company has not accepted any deposits from public under Chapter V of the Companies
Act, 2013, during the financial year under review.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis as required under the Listing Regulations forms
an integral part of this report and is presented separately.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2023, the Board comprised of One Non-Executive Director, One Managing
Director, two Non-Executive-Independent Directors. The Board is well diversified and
consists of one Women Director as well.
Section 152 of the Act provides that unless the Articles of Association provide for
retirement of all directors at every Annual General Meeting ("AGM"), not less
than two-third of the total number of directors of a public company (excluding the
Independent Directors) shall be persons whose period of office is liable to determination
by retirement of directors by rotation, of which one-third are liable to retire by
rotation. Accordingly, Mr. Murzash Manekshana (DIN: 00207311), Director of the Company,
retires by rotation at the ensuing AGM and, being eligible, offers himself for
re-appointment. A Profile of Mr. Murzash Manekshana, as required by Regulation 36(3) of
the LODR is given in the Notice convening the forthcoming AGM.
As on the date of this report, Mr. Murzash Manekshana, Director and Ms. Geeta
Manekshana, Director & CEO, Ms. Stefanie Leena Dsilva, Chief Financial Officer and Mr.
Mahesh Deshmukh, Company Secretary are the Key Managerial Personnel of the Company within
the meaning of sections 2(51) and 203 of the Act read together with the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014.
The composition of the Board is in accordance with the provisions of Section 149 of the
Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of
NonExecutive Directors and Independent Directors.
The complete list of Directors along with the KMPs of the Company has been provided as
part of the Annual Report.
There was one change in the Key Managerial Personnel of the Company. Mr. Rishi Shah was
appointed as CFO, KMP of the Company w.e.f. November 13, 2021 and subsequently replaced by
the existing CFO Ms. Stefanie Dsilva from May 25, 2022. Your Company has submitted the
requisite disclosures to this effect from time to time.
MANAGING DIRECTOR/DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE
In terms of the SEBI LODR Regulations, the certificate, as prescribed in Part B of
Schedule II of the said Regulations, has been obtained from the Director and Chief
Financial Officer, for the Financial Year 2022-23 with regard to the Financial Statements
and other matters. The said Certificate forms part of this Report.
Declaration by Independent Directors
All Independent Directors have submitted the declaration of independence, pursuant to
the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing
Regulations, stating that they meet the criteria of independence as provided in Section
149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they are
not aware of any circumstance or situation, which exist or may be reasonably anticipated,
that could impair or impact his/her ability to discharge his/ her duties with an objective
independent judgment and without any external influence.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014, all the Independent Directors ("IDD") of the Company have
registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and
have included their names in the databank of Independent Directors within the statutory
timeline. They have also confirmed that they had appeared for the online proficiency test
within a period of one year, wherever applicable.
Further, there has been no change in the circumstances affecting their status as IDDs
of the Company.
Declaration by the Company
None of the Directors of the Company are disqualified from being appointed as Directors
as specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment and
Qualifications of Directors) Rules, 2014.
CONSTITUTION OF COMMITTEES
During the year under review, the composition of different Committees of your Board of
Directors is given hereunder:
AUDIT COMMITTEE:
The Audit Committee assists the Board in its responsibility of overseeing the quality
and integrity of the accounting, auditing and reporting practices of the Company and its
compliance with the legal and regulatory requirements. The terms of reference of Audit
Committee cover the areas mentioned under Section 177 of the Companies Act, 2013.
Pursuant to which, the details of composition, meetings and attendance of the Meetings
of the Audit Committee are as under:-
S.No |
Name |
Designation |
No. of |
Meetings |
Held |
Attended |
1 |
Mr. Umesh Gosar |
Chairman |
4 |
4 |
2 |
Mr. Pranav Joshi |
Member |
4 |
4 |
3 |
Mr. Murzash Manekshana |
Member |
4 |
4 |
There have been no instances of non-acceptance of any recommendations of the Audit
Committee by the Board during the financial year under review.
NOMINATION & REMUNARATION COMMITTEE
The Board has a Nomination and Remuneration policy, which is generally in line with the
existing industry practice and applicable laws. The policy has been displayed on the
Company's website viz.www.dalalstreetinvestments.com.
The Nomination and Remuneration Committee assist the Board in overseeing the method,
criteria and quantum of compensation for directors and senior management based on their
performance and defined assessment criteria. The Committee formulates the criteria for
evaluation of the performance of Independent Directors & the Board of Directors;
identifying the persons who are qualified to become directors, and who may be appointed in
senior management and recommend to the Board their appointment and removal. The terms of
the reference of Nomination and Remuneration Committee covers the areas mentioned under
section 178 of the Companies Act, 2013.
Pursuant to which, the details of composition, meetings and attendance of the Meetings
of
1\Tnminatmn Rr. Rpmnnpratinri C'nmmittpp arp a ? ntiHpr
S.No |
Name |
Designation |
No. of Meetings |
Held |
Attended |
1 |
Mr. Pranav Joshi |
Chairman |
1 |
1 |
2 |
Mr. Umesh Gosar |
Member |
1 |
1 |
3 |
Mr. Murzash Manekshana |
Member |
1 |
1 |
4 |
Ms. Geeta Manekshana |
Member |
1 |
1 |
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Terms of Reference of the Stakeholders Relationship Committee are in conformity
with Section 178 of the Act and LODR Regulations.
The Stakeholders Relationship Committee consists of 3(three) Directors, of which two
are Independent and one is Non-Executive Director. The Stakeholders Relationship Committee
is headed by Mr. Umesh Gosar, Independent Director of the Company.
Names of Members of the Committee are given below:
S.No Name |
Designation |
1 Mr. Umesh Gosar |
Chairman |
2 Mr. Pranav Joshi |
Member |
3 Mr. Murzash Manekshana |
Member |
Mr. Deshmukh has been appointed as the Compliance Officer who monitors the share
transfer process and liaises with the Authorities such as SEBI, Stock Exchanges, and
Registrar of Companies etc. The Company complies with the various requirements of the LODR
& depositories with respect to transfer of shares and share certificates are sent to
them within the prescribed time.
The Committee looks into the grievances of the Shareholders related to transfer of
shares, payment of dividend and non-receipt of annual report and recommends measure for
expeditious and effective investor service etc.
The Company has duly appointed Share Transfer Agent (R&T Agent) for servicing the
shareholders holding shares in physical or dematerialised form. All requests for
dematerialisation of shares are likewise processed and confirmations thereof are
communicated to the investors within the prescribed time.
During the year under review, no Investor complaints were pending.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act and the Code of Conduct for Directors and senior
management personnel of the Company.
Based on the confirmations/disclosures received from the Directors under Section 149(7)
of the Companies Act 2013 and on evaluation of the relationships disclosed, the following
NonExecutive Directors are considered as Independent Directors:
Mr. Pranav Joshi
Mr. Umesh Gosar
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS
The Board has established a comprehensive process to evaluate the performance of the
Board, its Committees and of individual directors. The performance evaluation matrix
defining the criteria of evaluation for each of the above has been put in place. The
performance evaluation of the Independent Directors was carried out by the other members
of the Board (excluding the Director being evaluated). A meeting of the Independent
Directors was held on February 10, 2023 to review the performance of Non-Independent
Directors and the Board as a whole. The Chairman of the Nomination & Remuneration
Committee had updated the other members of the Board about the outcome of the evaluation
process.
DIRECTORS' RESPONSIBILITY STATEMENT
The Financial Statements are prepared in accordance with Indian Accounting Standards
(Ind AS) under the historical cost convention on accrual basis except for certain
financial instruments, which are measured at fair values, the provisions of the Act (to
the extent notified) and guidelines issued by the Securities and Exchange Board of India
(SEBI). The Ind AS are prescribed under Section 133 of the Companies Act, 2013 (the
Act'), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and
Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all
Ind AS Standards and the adoption was carried out in accordance with applicable transition
guidance. Accounting policies have been consistently applied except where a newly issued
accounting standard is initially adopted or a revision to an existing accounting standard
requires a change in the accounting policy hitherto in use.
As required under clause (c) of sub-section (3) of Section 134 of Companies Act, 2013,
Directors, to the best of their knowledge and belief, state that:
in the preparation of the annual accounts, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures;
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 of the Company for the year ended on that period;
the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
the directors had prepared the annual accounts on a going concern basis;
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;
&
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.
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
the Act and rules framed thereunder.
MATERIAL SUBSIDIARY
There is no subsidiary of the Company.
ACCOUNTING STANDARDS
The Company has prepared the Financial Statements for the year ended 31st
March, 2023 as per Section 133 of the Companies Act, 2013, read with rule 7 of Companies
(Accounts) Rules, 2014.
PERFORMANCE EVALUATION OF THE DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance as well as of its Committees thereof and of
the Directors individually.
FAMILIARIZTION/ ORIENTATION PROGRAMME FOR INDEPENDENT DIRECTORS
After the successful open offer completion and charge as taken by the new Board
members, the Independent Directors attended a Familiarization/ Orientation Program as
being inducted by the Board.
The Company had devised the detailed framework for the Familiarization Program and also
approved the format of the formal letter of appointment as required to be given to the
Independent Directors, outlining their role, function, duties and responsibilities.
REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committee framed
a policy for selection, appointment and remuneration of Directors and KMPs.
Policy for Remuneration to Directors/Key Managerial Personnel
Remuneration to Managing Director/Whole-time Directors:
The Remuneration/Commission etc. to be paid to Managing Director / Whole-time
Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules
made there under or any other enactment for the time being in force and the approvals
obtained from the Members of the Company.
The Nomination & Remuneration Committee shall make such recommendations to the
Board of Directors, as it may consider appropriate with regard to remuneration to Managing
Director/Whole-time Directors.
Remuneration to Non-Executive/Independent Directors:
The Non-Executive/Independent Directors may receive sitting fees and such other
remuneration as permissible under the provisions of the Companies Act, 2013.
All remuneration of the Non-Executive/Independent Directors (excluding remuneration for
attending meetings as prescribed under Section 197(5) of the Companies Act, 2013) shall be
subject to ceiling/limits as provided under the Companies Act, 2013 and rules made there
under or any other enactment for the time being in force. The amount of such remuneration
shall be such as may be recommended by the Nomination and Remuneration Committee and
approved by the Board of Directors or shareholders, as the case may be.
An Independent Director shall not be eligible to get Stock Options and shall also not
be eligible to participate in any share based payment schemes of the Company.
Any remuneration paid to Non-Executive/ Independent Directors for services rendered
which are of professional nature shall not be considered as part of the remuneration for
the purposes of clause (b) above if the following conditions are satisfied:
The Services are rendered by such Director in his capacity as the professional; and
In the opinion of the Committee, the Director possesses the requisite qualification for
the practice of that profession.
Remuneration to Key Managerial Personnel:
The remuneration to Key Managerial Personnel shall consist of fixed pay, in compliance
with the provisions of the Companies Act, 2013 and in accordance with the Company's
Policy.
The Fixed pay shall include monthly remuneration, employer's contribution to Provident
Fund, contribution to pension fund, pension schemes, etc. as decided from time to time in
accordance with the Company's Policy.
Remuneration paid to Non-Executive Directors and Executive Directors
No sitting fees were paid to non-executive non-independent Directors or independent
Directors as they have waived their entitlement for the same.
Non-executive Directors of a company's Board of Directors add substantial value to the
Company through their contribution to the Management of the Company. In addition they also
play an appropriate control role. Even considering the valuable role of the Independent
Directors of the Company, your company is in the process to finalized the sitting fees
structure and shall update the members at large subject to regulatory approval and
compliance(s) if any.
NUMBER OF MEETINGS OF THE BOARD
During FY 2022-23, 5 (Five) Board meetings were held on May 25, 2022, August 11, 2022,
August 27, 2022, November 10, 2022 and February 10, 2023 respectively. The maximum time
gap between any two meetings did not exceed prescribed period of one hundred twenty days.
The particulars of directors present at various Board and Committee meetings are given in
the said Report.
COMPLIANCE WITH SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and such systems are adequate and operating effectively. During the year under review, the
Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2,
relating to "Meetings of the Board of Directors" and "General
Meetings", respectively.
IMPLEMENTATION OF CORPORATE ACTION
During the year under review, the Company has complied with the specified time limit
for implementation of Corporate Actions.
AUDIT COMMITTEE RECOMMENDATIONS
All the recommendations made by the Audit Committee were accepted by the Board.
CORPORATE GOVERNANCE
Corporate Governance stipulated in SEBI(LODR) Regulations, 2015 is not applicable to
the Company as paid up Equity Share capital not exceeding rupees ten crore and net worth
not exceeding rupees twenty-five crores, as on the last date of the previous financial
year and the specific certificate to this effect has been obtained by the Company &
kept on its records.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder,
the Members at the 41st Annual General Meeting of the Company held on 26 th September,
2018, had appointed Priti Mehta & Company, Chartered Accountants (with registration
number 103429W) as the Statutory Auditor of the Company to hold office for a term of One
year i.e., from the conclusion of the said Annual General Meeting until the conclusion of
42nd Annual General Meeting of the Company to be held in 2019.
In accordance with the provisions of Section 139 of Companies Act, 2013, M/s Priti
Mehta & Company, Chartered Accountants, Mumbai (Firm Registration No.103429W) were
appointed as auditor for a period of 5 years till the Conclusion of 47nd Annual
General Meeting, subject to ratification of their appointment by the shareholders, every
year.
The Company has received confirmation from M/s Priti Mehta & Company, Chartered
Accountants (with registration number 103429W) to the effect that their appointment/re-
appointment, if made, would be within the prescribed limits under Section-141(3)(g) of the
Companies Act, 2013 and that they are not disqualified for re-appointment.
Pursuant to the amendment to Section 139 of the Act effective from May 07, 2018,
ratification by shareholders every year for the appointment of Statutory Auditors is no
longer required and accordingly, the Notice of ensuing 46th AGM does not
include the proposal for seeking shareholders' approval for ratification of Statutory
Auditors appointment.
There is no audit qualification, reservation or adverse remark for the year under
review.
The Auditors' Report to the Members for the year under review is unmodified and does
not contain any qualification. The Notes to the Accounts referred to in the Auditors'
Report are self-explanatory and therefore do not call for any further clarifications under
Section 134(3)(f) of the Act
INTERNAL AUDITOR
Internal Audit for the year ended March 31, 2023 was done by Praful Karia and Company
and Internal Audit report at periodic intervals were placed before the Audit Committee.
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, are not applicable for the business activities
carried out by the Company.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made
thereunder the Company has appointed Mr. Harshad Pusalkar, from Pusalkar & Co,
Practising Company Secretaries bearing CP No. 23823 as secretarial auditors for the
Company. The secretarial audit report in prescribed form i.e. MR3 for the Financial Year
ended 31st March, 2023 is annexed to the Board Report. There were no
qualifications, reservation or adverse remarks or observations made in the secretarial
audit report.
SECRETARIAL COMPLIANCE REPORT
Your Company's paid-up equity share capital and networth, on last day of the previous
year, i.e., on March 31, 2023 are below the threshold limits mentioned in the Regulation
15(2) of the SEBI LODR Regulations. Hence, the compliance w.r.t. to Regulation 24A, i.e.,
Secretarial Compliance Report is not applicable to the Company for the financial year
under review.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with Rules made thereunder, the
Company had formulated and adopted a Policy on Prevention of Sexual Harassment at
Workplace. The Company has not received any complaint of sexual harassment during the year
under review.
RISK MANAGEMENT POLICY
Business Risk Evaluation and Management is an ongoing process within the Organization.
The Company has a robust risk management framework to identify, monitor and minimize risks
as also identify business opportunities. The Audit Committee and the Board periodically
review the risks and suggest steps to be taken to manage/ mitigate the risk through a
properly defined framework. During the year, no major risks were noticed, which may
threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014. But your Company have
taken the initiatives to carry out the CSR activities during the year. The Directors have
approved the CSR policy of the Company along with the amendments thereon to provide a
guideline for CSR activities of the Company. Y our Company was in the process of
identifying worthwhile avenues for CSR expenditure during the year and the company
continues to remain committed towards undertaking CSR activities for the welfare of the
society.
Composition of the CSR Committee is as (i) Mrs. Geeta Manekshana - Chairperson -
Managing Director - Non Independent Director, (ii) Mr. Murzash Manekshana - Member - Non
Executive - Non Independent Director and (iii) Mr. Umesh Gosar - Member - Non Executive -
Independent Director.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There is no specific information required to be captured regarding loans, guarantees
and investments under the provisions of Section 186 of the Companies Act, 2013 as the
Company has given loans or made the investments which are within the stipulated limits as
per the Act during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES
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. Related Party Disclosures under Accounting Standards mentioned in Note 31 to the
Financial Statements. Hence, AOC -2 is not required to be attached to the said report.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and KMPs/specified employees in the course of day to day business
operations of the Company. All the Board Members have confirmed compliance with the Code.
A declaration to this effect signed by the Director of the Company appears elsewhere in
this Annual Report.
Code of Conduct for Prevention of Insider Trading as per Regulation 8(2) policy is
available on the website of the Company.
PARTICULARS OF EMPLOYEES
The Company believes that the key to excellent business results is an excellent talent
pool. People Management Practices in the Company continuously strive towards attracting,
retaining and developing the best talent required for the business to grow. The Total
number of employees of the Company as on March 31, 2023 stood at 3(three).
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism Policy/ Whistle Blower Policy to deal
with instances of fraud and mismanagement, if any which provides formal mechanism to the
directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. Staying
true to our core values of Strength, Performance and Passion and in line with our vision
of being one of the most respected companies in India, the Company is committed to the
high standards of Corporate Governance and Stakeholder Responsibility. The said Policy
ensures that strict confidentiality is maintained in respect of whistle blowers whilst
dealing with concerns and also specified that no discrimination will be meted out to any
person for a
genuinely raised concern. The Policy on Vigil Mechanism/Whistle Blower Mechanism may be
accessed through website of the Company viz. www.dalalstreetinvestments. com
PERFORMANCE OF JOINT VENTURE/CONSORTIUM
There are no Companies/LLPs which are Associates/Consortium of the Company. STATUTORY
DISCLOSURES
There are no associate companies, hence the prescribed Form AOC-1 is not required to be
attached to this Report. A Cash Flow Statement for the Financial Year 2022-23 is attached
to the Balance Sheet.
Pursuant to Sections 134(3)(a) and 92(3) of the Act, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 may be
accessed on the Company's website at the web link www.dalalstreetinvestments.com
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company primarily working in the advisory and investment segment and not involved
in any industrial or manufacturing activities, the Company has no particulars to report
regarding conservation of energy and technology absorption as required under Section 134
of the Companies Act, 2013 and Rules made thereunder.
During the year under review, the Company did not have any foreign exchange earnings,
or the foreign exchange outgo towards Business promotion, Advertisement expenses, Legal
consultancy and Professional fees.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Y our Company has an effective internal financial control and risk-mitigation system,
which are constantly assessed and strengthened with new/revised standard operating
procedures which also covers adherence to the Company's Policies for safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness
of accounting records and timely preparation of reliable financial disclosures. The
Company's internal financial control system is commensurate with its size, scale and
complexities of its operations.
PREVENTION OF INSIDER TRADING
The Company has also adopted a code of conduct for prevention of insider trading. All
the Directors, Senior Management employees and other employees who have access to the
unpublished price sensitive information of the Company are governed by this code. During
the year under report, there has been due compliance with the said code of conduct for
prevention of insider trading based on the SEBI (Prohibition of Insider Trading)
Regulations 2015.
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND OPERATIONS OF THE COMPANY
During the year under review, there were no significant or material orders passed by
any Regulator, Court or Tribunal against the Company, which could impact its going concern
status or operations.
DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR.
Company has not made any application during the year or no application has been filed
against the company or there is no proceedings pending against or for the Company under
the Insolvency and Bankruptcy Code 2016.
DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
There is no one time settlement made during the financial year.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC)
No such process initiated during the period under review under the Insolvency and
Bankruptcy Code, 2016 (IBC).
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, including amendment thereunder, the Business Responsibility and
Sustainability Report (BRSR) for Financial Year 2022-23 is not applicable to the Company.
CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and Analysis describing
the Company's objectives, projections, estimates, expectations or predictions may be
"forward-looking statements" within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make difference to the Company's operations include changes
in the government regulations, tax regimes and economic developments within India or
abroad.
ACKNOWLEDGEMENT & APPRECIATION
The Board sincerely thanks the Ministry of Corporate Affairs, BSE Limited, Securities
and Exchange Board of India, Reserve Bank of India, and various government agencies for
their continued support, cooperation and advice.
The Board expresses sincere thanks to all its consultants, bankers, vendors, auditors,
lawyers for their continued partnership and confidence in the Company.
The Board members also wish to place on record their appreciation for the dedication
and contribution made by the KMP's and look forward for their support in future as well.
The Board look forward to working with them to drive the Company to greater heights in
coming years.
Further, the Board expresses its gratitude to you as Shareholders for the confidence
reposed in the management of the Company.
PLACE: MUMBAI |
ON BEHALF OF THE BOARD OF DIRECTORS FOR DALAL STREET
INVESTMENTS LIMITED |
DATE : 24/08/2023 |
MURZASH MANEKSHANA DIRECTOR DIN: 00207311 |
GEETA MANEKSHANA MANAGING DIRECTOR DIN: 03282077 |
Form No. MR-3
|