Delta Corp Ltd.
|BSE: 532848||Sector: Infrastructure|
|NSE: DELTACORP||ISIN Code: INE124G01033|
|BSE LIVE 15:52 | 25 Sep||192.65||
|NSE 15:59 | 25 Sep||192.55||
|Mkt Cap.(Rs cr)||5,146|
|Mkt Cap.(Rs cr)||5145.68|
Delta Corp Ltd. (DELTACORP) - Director Report
Company director report
TO THE SHAREHOLDERS
Your Directors have pleasure in presenting the Twenty-Fifth Directors' Report of yourCompany along with the financial statements for the financial year ended 31stMarch 2016.
1. OPERATING RESULTS
Certain key aspects of your Company's performance during the financial year ended 31stMarch 2016 as compared to the previous financial year are summarised below:
(Rs in Lacs)
Your Directors recommend for approval of the Members at the ensuing Annual GeneralMeeting dividend of ' 0.20/- per Equity Share (20%) of ' 1/- each for the financial yearended 31st March 2016 (previous year ' 0.10/- per Equity Share of nominalvalue of ' 1/- each). The dividend will be paid in compliance with the applicable rulesand regulations.
3. SHARE CAPITAL
There was no change in the Company's share capital during the year under review.
The Company's paid up capital remained at ' 230664104/- comprising of 230664104Equity Shares of ' 1 /- each.
4. OVERVIEW OF OPERATIONS:
During the year under review on a consolidated basis your Company recorded a totalincome of ' 38365.80 Lacs as compared to last year's income of ' 30739.61 Lacs and netprofit of ' 4258.29 Lacs as compared to
last year's Net loss of ' 2277.14 Lacs. For further information kindly refer toManagement Discussion and Analysis Report forming a part of this Annual Report.
5. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form No. MGT-9 of the Companies (Management and Administration)Rules 2014 is appended as Annexure I to this Annual Report.
6. NUMBER OF MEETINGS OF THE BOARD
The Board met four times in financial year 2015-16 viz. on 17th April2015 16th July 2015 21st October 2015 and 18thJanuary 2016.
7. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby confirm that:
i. In the preparation of the annual accounts for financial year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures;
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at 31st March 2016 and of theprofit of the Company for that period.
iii. The Directors have 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.
iv. The Directors have prepared the annual accounts for financial year ended 31stMarch 2016 on a 'going concern' basis.
v. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and have been operatingefficiently.
vi. The Directors have devised proper systems to ensure compliance with provisions ofall applicable laws and that such systems were adequate and operating effectively.
8. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted the declaration of Independenceas required under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations).
9. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of Section 178 of the Companies Act 2013 andRegulation 19 of Listing Regulations is appended as Annexure II to this AnnualReport.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 read with Companies (Meetings of Board and ItsPowers) Rules 2014 are given in the notes to the Financial Statements forming part ofthis Annual Report.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2015-16 your Company has entered into transactions withrelated parties as defined under section 2(76) of the Companies Act 2013 read with theCompanies (Specification and Definitions Details) Rules 2014 and Rules made thereundererstwhile Clause 49 of the Listing Agreement and Regulation 23 of the Listing Regulations.During the financial year 2015-16 transactions with related parties which qualify asmaterial transactions under the erstwhile Listing Agreement and as per Listing Regulationsare given in Form AOC - 2 of the Companies (Accounts) Rules 2014 in Annexure III tothis Annual Report.
The details of related party transactions as required under Accounting Standard-18 areset out in notes to accounts to the Standalone Financial Statements forming part of thisAnnual Report.
The Policy on Related Party Transactions may be accessed on the Company's website atthe link: http://www.deltacorp.in/pdf/related-party-transaction-policy.pdf.
12. MATERIAL CHANGES AND COMMITMENTS 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 statements relate and the date of the Report.
13. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 is given in Annexure IV to thisAnnual Report.
14. BUSINESS RISK MANAGEMENT
The Board of Directors of the Company has constituted a Risk Management Committee toframe implement and monitor the risk management plan for the Company.
The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage.
The business risk framework defines the risk identification and its management approachacross the enterprise at various levels including documentation and reporting. Theframework helps in identifying risks trend exposure and potential impact analysis on aCompany's business.
15. CORPORATE SOCIAL RESPONSIBILITY
The Board has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013. Your Company's Annual Report onthe CSR activities undertaken during the financial year ended 31st March 2016in accordance with Section 135 of the Companies Act 2013 and Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed to this Annual Report as Annexure V.
16. VIGIL MECHANISM
The Company has adopted a Vigil Mechanism and Whistle Blower Policy for Directors andEmployees in compliance with the provisions of Section 177(10) of the Companies Act 2013and Regulation 22 of the Listing Regulations to report genuine concerns and to providefor adequate safeguards against victimization of persons who may use such mechanism. Thesaid policy is also available on the Company's website www.deltacorp.in.
17. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD
Pursuant to the provisions of the Companies Act 2013 and Regulation 19 of the ListingRegulations the Board has carried out an annual evaluation of its own performanceperformance of the Directors as well as the evaluation of the working of its Committees.
The Nomination Remuneration and Compensation Committee has defined the evaluationcriteria for the Board its Committees and Directors.
The Board's functioning was evaluated after taking inputs from the Directors on variousaspects including inter alia degree of fulfillment of key responsibilities Boardstructure and composition establishment and delineation of responsibilities to variousCommittees effectiveness of Board processes information and functioning.
The Committees of the Board were evaluated after taking inputs from the Committeemembers on the basis of criteria such as degree of fulfillment of key responsibilitiesadequacy of Committee composition and effectiveness of meetings.
The Board and the Nomination Remuneration and Compensation Committee reviewed theperformance of the individual directors on aspects such as attendance and contribution atBoard/ Committee Meetings and guidance/support to the management outside Board/ CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole.
In a separate meeting of independent directors performance of Non-IndependentDirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors.
18. SUBSIDIARY COMPANIES
The Company as on 31st March 2016 has 11 direct subsidiaries 2 step downsubsidiaries 1 joint venture and 1 associate company. During the year under reviewInteractive Gaming & Sports Pty Limited iGAS Services Pty Limited ResultsInternational Pte Limited Results International Pty Limited Canbet UK Limited CanbetSports Bookmakers UK Limited and Buddy Communications and Productions Pte Ltd ceased to besubsidiaries of the Company. No company has become/ceased to be a joint venture orassociate company during the financial year 2015-16.
During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company and all its subsidiaries which form partof the Annual Report. A report on the performance and financial position of each of thesubsidiaries associate and joint venture company as per the Companies Act 2013 isprovided in the financial statement and hence not repeated here for the sake of brevity.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on Company'swebsite www.deltacorp.in. These documents will alsobe available for inspection during working hours at our Registered Office of the Company.
Further the Company has 1 material non-listed Indian subsidiary as defined underRegulation 16(1)(c) of the Listing Regulations.
The Policy for determining material subsidiaries as approved may be accessed on theCompany's website at the link:
19. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT 2013
The Company has neither accepted nor renewed any deposits during the Financial Year2015-16 in terms of Chapter V of the Companies Act 2013.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
21. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS
The Company has in place adequate internal financial control with reference tofinancial statements.
The Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions ofthe Companies Act 1956 to the extent applicable. These are in accordance with generallyaccepted accounting principles in India.
The Company in preparing its financial statements makes judgments and estimates basedon sound policies and uses external agencies to verify/ validate them as and whenappropriate. The basis of such judgments and estimates are also approved by the StatutoryAuditors and Audit Committee.
The Internal Auditor evaluates the efficacy and adequacy of internal control systemaccounting procedures and policies adopted by the Company for efficient conduct of itsbusiness adherence to Company's policies safeguarding of Company's assets preventionand detection of frauds and errors and timely preparation of reliable financialinformation etc. Based on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
22. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Section 152(6)(e) of the Companies Act 2013Mr. Rakesh Jhunjhunwala (DIN: 00777064) Director of the Company will retire by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment.
Mr. Hitesh Kanani resigned as Company Secretary of the Company w.e.f. 18thJanuary 2016 and Mr. Dilip Vaidya was appointed as Key Managerial Personnel designated asCompany Secretary and Compliance Officer of the Company w.e.f. 151 March 2016.
1. Statutory Auditor
The Board of Directors recommends appointment of M/s. Walker Chandiok & Co LLPChartered Accountants (Firm Registration No: 001076N/N500013) as Statutory Auditors of theCompany in place of M/s. Amit Desai & Co Chartered Accountants (Firm RegistrationNo: 130710W) and M/s. Haribhakti & Co LLP Chartered Accountants (Firm RegistrationNo: 103523W) who have tendered their resignation as Joint Statutory Auditors of theCompany.
The Board of Directors of the Company at its meeting held on 1st August2016 have appointed M/s. Walker Chandiok & Co LLP Chartered Accountants (FirmRegistration No: 001076N/N500013) subject to approval of shareholders at ensuing AnnualGeneral Meeting to hold office from the conclusion of 25th Annual GeneralMeeting till the conclusion of 30th Annual General Meeting subject toratification of their appointment at every Annual General Meeting.
The Board recommends to the members of the Company approval of appointment of M/s.Walker Chandiok & Co LLP Chartered Accountants (Firm Registration No:001076N/N500013) as the Statutory Auditors of the Company.
Your Company has received a letter from M/s. Walker Chandiok & Co LLP CharteredAccountants (Firm Registration No: 001076N/N500013) to the effect that their appointmentif made would be under the second and third proviso to Section 139 (1) of the CompaniesAct 2013 and that they are not disqualified within the meaning of Section 141 of theCompanies Act 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules 2014.
Information on Statutory Auditor's Emphasis on Matter and Managements Reply:
(i) With regard to Statutory Auditor's observation with respect to utilization of MATCredit Entitlement members are requested to note that based on business projectionsmanagement is of the opinion that MAT credit entitlement will be absorbed.
2. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company have appointed M/s. A. K. Jain & Co. Company Secretaries in Practiceto undertake the Secretarial Audit of the Company for the year ended 31stMarch 2016. The Secretarial Audit Report is annexed as Annexure VI to this AnnualReport.
There are no qualifications reservations or adverse remarks or disclaimers made bySecretarial Auditor of the Company in his secretarial audit report.
24. CORPORATE GOVERNANCE
Pursuant to erstwhile Listing Agreement and Listing Regulations the ManagementDiscussion & Analysis Report and Corporate Governance Report together with Certificatefrom Practicing Company Secretary on compliance with the conditions of CorporateGovernance as laid down forms a part of this Annual Report.
25. AUDIT COMMITTEE OF THE COMPANY
The Company's Audit Committee comprises of the following Directors:
1. Mr. Ravinder Kumar Jain (Chairman);
2. Mr. Ashish Kapadia;
3. Mr. Rajesh Jaggi;
4. Dr. Vrajesh Udani
The composition of the Audit Committee is in compliance with the requirements ofSection 177 of the Companies Act 2013 and Regulation 18 of the Listing Regulations.
26. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules anddisclosures pertaining to remuneration and other details as required under Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in Annexure VII tothis Annual Report.
27. EMPLOYEES STOCK OPTION SCHEME
As required in terms of the Securities and Exchange Board of India (Employees StockOption Scheme and Employee Stock Purchase Scheme) Guidelines 1999 and Regulation 14 ofthe Securities and Exchange Board of India (Share Based Employee Benefits) Regulations2014 and in terms of Rule 12 of Companies (Share Capital and Debentures) Rules 2014 thedisclosure relating to DELTA CORP ESOS 2009 is given in Annexure VIII to thisAnnual Report.
Your Directors express their sincere appreciation for the co-operation received fromshareholders bankers and other business constituents during the year under review. YourDirectors also wish to place on record their deep sense of appreciation for the commitmentdisplayed by all executives officers and staff resulting in the successful performanceof the Company during the year.