TO THE SHAREHOLDERS
Your Directors have pleasure in presenting the 39TH ANNUAL REPORT on thebusiness and operations of the Company and Audited Statement of Accounts of the Companyfor the year ended 31st March 2016.
1) FINANCIAL HIGHLIGHTS
During the year under review performance of your company as under:
|Particulars ||CURRENT YEAR ||PREVIOUS YEAR |
| ||RS. ||RS . |
|Profit/(Loss) for the year after meeting all charges and expenses but before provision for taxation ||(20592769) ||(3569842) |
|Less: Provision for tax ||- ||- |
|Add: B/f (Loss) from previous year ||(174439806) ||(170847200) |
|Less: Additional Depreciation pursuant to enactment of Schedule II of Companies Act ||- ||(22763) |
|Add: Excess provision written back ||- ||- |
|Available for appropriation ||(195032575) ||(174439805) |
|Proposed Dividend ||- ||- |
|Corporate Dividend Tax ||- ||- |
|Transfer to General Reserve ||- ||- |
|Account to be carried forward to next year ||(195032575) ||(174439805) |
| ||(195032575) ||(174439805) |
In View of carried forward losses the Directors do not recommend the payment ofdividend on Equity Shares for the year ended 31st March 2016.
3) CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business carried on during the financial yearunder review.
In accordance with the Provisions of Section-152 of the Companies Act 2013 and theCompanys Articles of Association Mr. Pavankumar Sanwarmal Director retire byrotation of the forthcoming Annual General Meeting and being eligible offer themselves forre-appointment.
5) DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of thecompany have made a declaration confirming the compliance of the conditions ofindependence stipulated in the aforesaid section.
6) DIRECTOR RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) ofsub-section (3) of Section 134 of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 followedby the Company and that such internal financial controls are adequate and were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Auditors/s A.K. Nevatia & Associates Chartered Accountants were appointed asthe statutory Auditors of the Company for tenure of three years i.e. from the conclusionof 37th Annual General Meeting till the conclusion of the 40thAnnual General Meeting of the company. However this appointment is subject toratification by members at every Annual General Meeting held after appointment duringtheir tenure of office. The Auditors have confirmed their eligibility and qualificationunder Section-141 of Companies Act 2013 and therefore their ratification for appointmentas Statutory Auditors for the year 2016-17 is being sought from the Members of the Companyat the ensuing AGM.
The Company did not appoint any Internal Auditor for the period under review. TheCompany proposes to get the Internal Audit done in the Current year.
08) VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism/Whistleblower Policy for the employees to reporttheir genuine concerns or grievances and the same has been uploaded on the website of theCompany at www.dalalstreetinvestments.com
The Audit Committee of the Company oversees the Vigil Mechanism.
09) NOMINATION AND REMUNERATION COMMITTEE
The Board has a Nomination and Remuneration policy which is generally in line with theexisting industry practice and applicable laws. The policy has been displayed on thecompanys website viz.www.dalalstreetinvestments.com.
The details of composition of the Nomination and Remuneration Committee are as under:-
|S.No ||Name ||Category ||Designation |
|1 ||Mr. Vijay Pandya ||Independent ||Chairman |
|2 ||Mr. Sudhir Bandiwadekar ||Independent ||Member |
|3 ||Mr. Pavankumar Sanwarmal ||Non-Executive ||Member |
The Nomination and Remuneration Committee assist the Board in overseeing the methodcriteria and quantum of compensation for directors and senior management based on theirperformance and defined assessment criteria. The Committee formulates the criteria forevaluation of the performance of Independent Directors & the Board of Directors;identifying the persons who are qualified to become directors and who may be appointed insenior management and recommend to the Board their appointment and removal. The terms ofthe reference of Nomination and Remuneration Committee covers the areas mentioned undersection 178 of the Companies Act 2013.
10) AUDIT COMMITTEE
The Audit Committee to deal with all such matters which it may consider appropriate toperform as audit committee including items specified in Section 177(4) of the CompaniesAct 2013 (as may be modified/amended from time to time) and such matters as may beassigned from time to time by the Board of Directors.
The details of composition meetings and attendance of the Meetings of the AuditCommittee are as under:-
|S. No ||Name ||Category ||Designation ||No. of Meetings |
| || || || ||Held ||Attended |
|1 ||Mr. Vijay Pandya ||Independent ||Chairman ||5 ||5 |
|2 ||Mr. Sudhir Bandiwadekar ||Independent ||Member ||5 ||5 |
|3 ||Mr. Pavankumar Sanwarmal ||Non- Executive ||Member ||5 ||5 |
There have been no instances of non-acceptance of any recommendations of the AuditCommittee by the Board during the financial year under review.
The Audit Committee assists the Board in its responsibility of overseeing the qualityand integrity of the accounting auditing and reporting practices of the Company and itscompliance with the legal and regulatory requirements. The terms of reference of AuditCommittee cover the areas mentioned under Section 177 of the Companies Act 2013.
11) ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES ANDINDIVIDUAL DIRECTORS
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company.
12) HOLDING/SUBSIDIARY/ASSOCIATES COMPANIES:
|S.N0. ||Name And Address Of The Company ||CIN/GLN ||Holding/Subsidiary/ Associate ||% of shares held ||Applicable Section |
|N.A. ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. |
13) PARTICULARS OF EMPLOYEES
None of the employees of the company received remuneration in excess of the limitspecified u/s Section 197 of the Companies Act 2013 read with Rule of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
14) RELATED PARTY DISCLOSURE
There is no transaction with Related Party which requires disclosure under Section134(3) (h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules2014.
Related Party Disclosures under Accounting Standards mentioned in Note-19 to theFinancial Statements.
15) LOANS INVESTMENT AND GUARANTEES BY THE COMPANY
Disclosure as required under section 186(4) of the Companies Act 2013:
|Particulars ||Amount(31/03/2016) |
|1 Loan Given ||As per Note-8 to the Financial Statements. |
|2 Investments made ||Nil |
|3 Guarantees Given ||Nil |
16) PUBLIC DEPOSITS
Your Company has not invited any deposits from public / shareholders in accordance withSection 73 and 74 of the Companies Act 2013 for the financial year ended on March 312016.
17) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review 5 Board meetings were held details ofwhich are given below. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
|Date of the meeting ||No. of Directors attended the meeting |
|21/05/2015 ||4 |
|07/08/2015 ||4 |
|07/11/2015 ||4 |
|10/02/2016 ||4 |
|30/03/2016 ||2 |
18) DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
|S.No ||Name of Directors ||Date of Appointment ||Date of Cessation |
|1. ||Mr. Pavankumar Sanwarmal ||20/10/1983 ||NA |
|2. ||Mrs. Rita Pavankumar ||29/10/1998 ||NA |
|3. ||Mr. Sudhir Bandiwadekar ||11/08/2014 ||NA |
|4. ||Mr. Vijay Pandya ||13/11/2014 ||NA |
19) DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Conservation of Energy
The particulars as required under the provisions of Section 134 of the Companies Act2013 and as per Companies Accounts Rules 2015 in respect of conservation of energy has notbeen furnished considering the nature of activities undertaken by the company during theyear under review.
Your company has not conducted any R & D activity.
Foreign Exchange Earnings and Outgo
Foreign Exchange Earning: - Nil.
Foreign Exchange Expenditure: - Nil
20) MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statement relates and the date of the report.
21) SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyappointed Priyanka Agrawal Practising Company Secretary to undertake the SecretarialAudit of the Company. The Report of the Secretarial Auditor is annexed as Annexure"A" to this Report.
There are no qualifications or observations or remarks made by the Secretarial Auditorin their Report.
22) EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section-92 of the Companies Act 2013 in included in this Report as Annexure-"B" and forms an integral part of this Report.
23) RISKS AND CONCERNS
Business Risk Evaluation and Mangement is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksas also identify business opportunities. The Audit Committee and the Board periodicallyreview the risks and suggest steps to be taken to manage/ mitigate the risk through aproperly defined framework. During the year no major risks were noticed which maythreaten the existence of the company.
The overall outlook on economic growth of the country has improved with the newGovernment assuming the office and initiating the process of long standing policy reforms.It is expected that this will facilitate the company to grow at a faster rate in themedium to long term.
25) INTERNAL FINANCIAL CONTROLS
The management has formed adequate system of internal financial controls as required tomeet its financial needs and meeting day to day expenditure commensurate with nature andsize of its business.
26) OPPORTUNITIES AND THREATS
Governments focus on infrastructure development investment in highways andimplementation of GST will give boost to retreading industry.
27) HUMAN RESOURCES
The Company believes that the key to excellent business results is an excellent talentpool. People Management Practices in the company continuously strive towards attractingretaining and developing the best talent required for the business to grow.
The Total number of employees of the company as on March302016 stood at 3(Three).
28) CORPORATE GOVERNANCE
Corporate Governance stipulated in SEBI(LODR) Regulations2015 is not applicable to thecompany as paid up equity share capital not exceeding rupees ten crore and net worth notexceeding rupees twenty-five crore as on the last date of the previous financial year.
29) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed against the Company by theregulators or courts or tribunals during FY 15-16 impacting the going concern status andCompanys operations in future.
30) DISCLOSURES ABOUT CSR POLICY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions under Section 135 of the Companies Act 2013 read with Rulesthereunder are not applicable to the Company for the year under review. Thus the Companyhas not made any contribution towards Corporate Social Responsibility activities.
31) SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval from the Ministry of Corporate Affairs The Institute ofCompany Secretaries of India has on 23rd April2015 notified the SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2)effective from 01st July 2015.The Company is Compliant with the same.
The Equity Shares of Your Company are Listed with the Bombay Stock Exchange.
We wish to place on record our deep and sincere appreciation for the contribution madeby the workers staff and executives to the performance of the Company.
| ||By order of the Board of Directors of || |
| ||DALAL STREET INVESTMENTS LTD || |
| ||Director ||Director |
| ||Sudhir Bandiwadekar ||Rita Pavankumar |
|Place: Mumbai || || |
|Date: 12/08/2016 || || |