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Dalal Street Investments Ltd.

BSE: 501148 Sector: Financials
NSE: N.A. ISIN Code: INE422D01012
BSE 00:00 | 03 Dec 261.10 5.00
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NSE 05:30 | 01 Jan Dalal Street Investments Ltd
OPEN 261.20
PREVIOUS CLOSE 256.10
VOLUME 55
52-Week high 352.40
52-Week low 205.15
P/E 17.80
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 261.20
CLOSE 256.10
VOLUME 55
52-Week high 352.40
52-Week low 205.15
P/E 17.80
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dalal Street Investments Ltd. (DALALSTREETINV) - Director Report

Company director report

To

The Members

Your Directors present their 44th Annual Report and the Audited FinancialStatements of DALAL STREET INVESTMENTS LIMITED (‘the Company') for theFinancial Year ended 31st March 2021.

REGISTERED OFFICE

During the year under review your Company is currently having its registered office at409 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 2021 issummarized below:

(Rs. in Lakhs)
Particulars Financial Results for the year ended as at
31st March 2021 31st March 2020
Revenue from Operations 65.00 19.55
Other Income 74.09 9.38
Total Expenses 125.26 23.32
Profit/(Loss) before tax & prior period expenses 13.83 5.62
Prior period expense (Net)/Exceptional Item - -
Profit/(Loss) Before Tax 13.83 5.62
Tax Expense (Net) 0.00 1.95
Profit /(Loss) After Tax and before 13.83 3.68
Share of Profit/(Loss) of Associates/ Joint Venture
Share of Profit/(Loss) of Associates/ - -
Joint Venture
Net Profit /(Loss) After Tax 13.83 3.68
Other Comprehensive Income
Items that will not be reclassified subsequently to profit or loss - -
Items that will be reclassified subsequently to profit or loss (38.34) (27.36)
Total Comprehensive income net of tax (38.34) (27.36)
Total Comprehensive Income for the year attributable to owners of the Company 52.17 (23.68)
Earnings Per Share (Rs.)
Basic 4.39 1.17
Diluted 4.39 1.17

*Note: The above figures are extracted from the standalone financial statements as perIndian Accounting Standards (Ind AS). For the purpose of transition to Ind AS the Companyhas followed the guidance prescribed in Ind AS 101 First-Time Adoption of IndianAccounting Standards with April 1 2017 as the transition date.

PERFORMANCE OF THE COMPANY

The Total Income for the financial year under review was Rs. 139.09 lakhs as againstRs. 28.94 lakhs for the previous financial year registering an increase of Rs. 110.15lakhs. The profit before tax was Rs. 13.83 lakhs and the profit after tax was Rs. 13.83lakhs because of mat credit entitlement for the financial year under review as against Rs.5.62 lakhs and Rs. 3.68 lakhs respectively reported for the previous financial year.

There were no material changes and commitments affecting the financial position of theCompany 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 thefinancial year under review.

TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to Reserve.

OPEN OFFER & NBFC TYPE-II APPLICATION UPDATES

Your Directors intends to inform you that post successful completion of the OpenOffer the Company within the requisite parameters as stated by RBI had submitted thefresh application for Certificate of Registration as a Type II NBFC under the newgovernance as it intends to operate as NBFC business going forward.

As per the statutory requirement the company intimated to RBI that it has disposed itsFinancial Assets to bring them below 50% of its Total Assets as to be in strictcompliance as per RBI norms. There were no public funds accepted or managed by the companyduring the year or any time till current date.

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 theCompany which have occurred between the end of the financial year of the Company to whichthe 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year there are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and the Company's operations.

SHARE CAPITAL

The present Authorized Share Capital of the Company is Rs. 20000000/- (Rupees TwoCrores Only) divided into 2000000 (Twenty Lakhs) Equity Shares of Rs.10/- each. ThePaid-up Equity Share Capital is Rs. 3150740/- (Rupees Thirty-One Lakhs Fifty ThousandSeven Hundred and Forty only ) divided into 315074 (Three Lakh Fifteen ThousandSeventy-Four) Equity shares of Rs.10/- each) as at March 31 2021.

LISTING FEES

Equity Shares of your Company are listed on BSE Limited. Your Company has paid therequired listing fees to Stock Exchange.

DEPOSITS

The Company has not accepted any deposits from public under Chapter V of the CompaniesAct 2013 during the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required under the Listing Regulations formsan integral part of this report and is presented separately.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31 2021 the Board comprised of two Non-Executive Directors fourNon-Executive Independent Directors. The Board is well diversified and consists of oneWomen Director as well.

Section 152 of the Act provides that unless the Articles of Association provide forretirement of all directors at every Annual General Meeting ("AGM") not lessthan two-third of the total number of directors of a public company (excluding theIndependent Directors) shall be persons whose period of office is liable to determinationby retirement of directors by rotation of which one-third are liable to retire byrotation. Accordingly Mr. Murzash Manekshana (DIN: 00207311) Non-Executive Director ofthe Company retires by rotation at the ensuing AGM and being eligible offers himselffor re-appointment. A Profile of Mr. Manekshana as required by Regulation 36(3) of theLODR is given in the Notice convening the forthcoming AGM.

Mr. Manekshana Director and Ms. Geeta Manekshana Director and Mr. Viral Karia as CEOMs. Megha Unadkat Chief Financial Officer and Mr. Mahesh Deshmukh Company Secretary arethe Key Managerial Personnel of the Company within the meaning of sections 2(51) and 203of the Act read together with the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 as on March 31 2021.

Mr. Pratekk Agarwaal & Mr. Sandesh Kirkire were appointed as an AdditionalNon-Executive Independent Director(s) of the Company w.e.f. January 27 2021 and theirconfirmation resolution(s) has been placed for approval of shareholders in the ensuringAnnual General Meeting of the Company.

After taking into account the performance evaluation of both the newly appointedIndependent Director(s) during the financial year and considering the knowledgeexpertise and experience in the respective field and the contribution made by them as anIndependent Director since their appointment it has been recommended to be continued asIndependent Director would be in the interest of the Company.

The composition of the Board is in accordance with the provisions of Section 149 of theAct and Regulation 17 of the SEBI Listing Regulations with an appropriate combination ofNon-Executive Directors and Independent Directors.

The complete list of Directors along with the KMPs of the Company has been provided aspart of the Annual Report.

During the year there were no changes in the Key Managerial Personnel of the Company.

MANAGING DIRECTOR/DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the SEBI LODR Regulations the certificate as prescribed in Part B ofSchedule II of the said Regulations has been obtained from the Director and ChiefFinancial Officer for the Financial Year 2020-21 with regard to the Financial Statementsand other matters. The said Certificate forms part of this Report.

Declaration by Independent Directors

All Independent Directors have submitted the declaration of independence pursuant tothe provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI ListingRegulations stating that they meet the criteria of independence as provided in Section149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they arenot aware of any circumstance or situation which exist or may be reasonably anticipatedthat could impair or impact his/her ability to discharge his/ her duties with an objectiveindependent 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 haveregistered themselves with the India Institute of Corporate Affairs (IICA) Manesar andhave included their names in the databank of Independent Directors within the statutorytimeline. They have also confirmed that they will appear for the online proficiency testwithin a period of one year wherever applicable.

Further there has been no change in the circumstances affecting their status as IDDsof the Company.

Declaration by the Company

None of the Directors of the Company are disqualified from being appointed as Directorsas specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment andQualifications of Directors) Rules 2014.

CONSTITUTION OF COMMITTEES

COMMITTEES OF THE BOARD

During the year under review the composition of different Committees of your Board ofDirectors is given hereunder:

AUDIT COMMITTEE:

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.

Pursuant to which the details of composition meetings and attendance of the Meetingsof 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 AuditCommittee 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 theexisting industry practice and applicable laws. The policy has been displayed on theCompany's website viz.www.dalalstreetinvestments.com.

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.

Pursuant to which the details of composition meetings and attendance of the Meetingsof the Nomination & Remuneration Committee are as under:

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 conformitywith Section 178 of the Act and LODR Regulations.

The Stakeholders Relationship Committee consists of 3(three) Directors of which twoare Independent and one is Non-Executive Director. The Stakeholders Relationship Committeeis 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 sharetransfer process and liaises with the Authorities such as SEBI Stock Exchanges andRegistrar 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 tothem within the prescribed time.

The Committee looks into the grievances of the Shareholders related to transfer ofshares payment of dividend and non-receipt of annual report and recommends measure forexpeditious and effective investor service etc.

The Company has duly appointed Share Transfer Agent (R&T Agent) for servicing theshareholders holding shares in physical or dematerialised form. All requests fordematerialisation of shares are likewise processed and confirmations thereof arecommunicated to the investors within the prescribed time.

During the year under review no Investor complaints were pending.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director undersection 149(7) of the Act that he/she fulfils the criteria of independence laid down inSection 149(6) of the Act and Regulation 25 of LODR.

The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act and the Code of Conduct for Directors and seniormanagement personnel of the Company. Based on the confirmations/disclosures received fromthe Directors under Section 149(7) of the Companies Act 2013 and on evaluation of therelationships disclosed the following Non-Executive Directors are considered asIndependent Directors:

a. Mr. Pranav Joshi
b. Mr. Umesh Gosar
c. Mr. Sandesh Kirkire
d. Mr. Pratekk Agarwaal

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND DIRECTORS

The Board has established a comprehensive process to evaluate the performance of theBoard its Committees and of individual directors. The performance evaluation matrixdefining the criteria of evaluation for each of the above has been put in place. Theperformance evaluation of the Independent Directors was carried out by the other membersof the Board (excluding the Director being evaluated). A meeting of the IndependentDirectors was held on February 12 2021 to review the performance of Non-IndependentDirectors and the Board as a whole. The Chairman of the Nomination & RemunerationCommittee had updated the other members of the Board about the outcome of the evaluationprocess.

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 certainfinancial instruments which are measured at fair values the provisions of the Act (tothe 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 (‘theAct') read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 andCompanies (Indian Accounting Standards) Amendment Rules 2016. The Company has adopted allInd AS Standards and the adoption was carried out in accordance with applicable transitionguidance. Accounting policies have been consistently applied except where a newly issuedaccounting standard is initially adopted or a revision to an existing accounting standardrequires a change in the accounting policy hitherto in use.

As required under clause (c) of sub-section (3) of Section 134 of Companies Act 2013Directors to the best of their knowledge and belief state that: (i) in the preparationof the annual accounts the applicable Accounting Standards had been followed along withproper explanation relating to material departures; (ii) the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit of the Company for the yearended on that period;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (iv) the directors had prepared the annual accounts on a goingconcern basis; (v) 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 (vi) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required thestatutory auditors to report to the Audit Committee and/or Board under section 143(12) ofthe Act and rules framed thereunder.

MATERIAL SUBSIDIARY

There is no subsidiary of the Company.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year ended March 31 2021 your Company has complied with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31stMarch 2021 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 Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance as well as of its Committees thereof and ofthe Directors individually.

FAMILIARIZTION/ ORIENTATION PROGRAMME FOR INDEPENDENT DIRECTORS

After the successful open offer completion and charge as taken by the new Boardmembers the Independent Directors attended a Familiarization/ Orientation Program asbeing inducted by the Board.

The Company had devised the detailed framework for the Familiarization Program and alsoapproved the format of the formal letter of appointment as required to be given to theIndependent Directors outlining their role function duties and responsibilities.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for selection appointment and remuneration of Directors and KMPs.

Policy for Remuneration to Directors/Key Managerial Personnel i. Remuneration toManaging Director/Whole-time Directors:

(a) The Remuneration/Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

(b) The Nomination & Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector/Whole-time Directors.

ii. Remuneration to Non-Executive/Independent Directors:

(a) The Non-Executive/Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of the Companies Act 2013. (b) Allremuneration of the Non-Executive/Independent Directors (excluding remuneration forattending meetings as prescribed under Section 197(5) of the Companies Act 2013) shall besubject to ceiling/limits as provided under the Companies Act 2013 and rules made thereunder or any other enactment for the time being in force. The amount of such remunerationshall be such as may be recommended by the Nomination and Remuneration Committee andapproved by the Board of Directors or shareholders as the case may be. (c) An IndependentDirector shall not be eligible to get Stock Options and shall also not be eligible toparticipate in any share based payment schemes of the Company. (d) Any remuneration paidto Non-Executive/ Independent Directors for services rendered which are of professionalnature 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 suchDirector in his capacity as the professional; and In the opinion of the Committee theDirector possesses the requisite qualification for the practice of that profession.

iii. Remuneration to Key Managerial Personnel:

(a) The remuneration to Key Managerial Personnel shall consist of fixed pay incompliance with the provisions of the Companies Act 2013 and in accordance with theCompany's Policy.

(b) The Fixed pay shall include monthly remuneration employer's contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from timeto 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 independentDirectors as they have waived their entitlement for the same.

Non-executive Directors of a company's Board of Directors add substantial value to theCompany through their contribution to the Management of the Company. In addition they alsoplay an appropriate control role. Even considering the valuable role of the IndependentDirectors of the Company your company is in the process to finalized the sitting feesstructure and shall update the members at large subject to regulatory approval andcompliance(s) if any.

NUMBER OF MEETINGS OF THE BOARD

During FY 2020-21 5 (Five) Board meetings were held on June 25 2020 July 18 2020November 05 2020 January 27 2021 and February 12 2021 respectively. The maximum timegap 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 inthe said Report.

COMPLIANCE WITH SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively. During the year under review theCompany was in compliance with the Secretarial Standards (SS) i.e. SS-1 and SS- 2relating to "Meetings of the Board of Directors" and "GeneralMeetings" respectively. Implementation of corporate action

During the year under review the Company has complied with the specified time limitfor 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 tothe Company as paid up Equity Share capital not exceeding rupees ten crore and net worthnot exceeding rupees twenty-five crores as on the last date of the previous financialyear 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 thereunderthe Members at the 41st Annual General Meeting of the Company held on 26th September2018 had appointed Priti Mehta & Company Chartered Accountants (with registrationnumber 103429W) as the Statutory Auditor of the Company to hold office for a term of Oneyear i.e. from the conclusion of the said Annual General Meeting until the conclusion of42nd 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 PritiMehta

& Company Chartered Accountants Mumbai (Firm Registration No.103429W) wereappointed as auditor for a period of 5 years till the Conclusion of 47nd AnnualGeneral Meeting subject to ratification of their appointment by the shareholders everyyear.

The Company has received confirmation from M/s Priti Mehta & Company CharteredAccountants (with registration number 103429W) to the effect that theirappointment/reappointment if made would be within the prescribed limits underSection-141(3)(g) of the Companies Act 2013 and that they are not disqualified forre-appointment.

Pursuant to the amendment to Section 139 of the Act effective from May 07 2018ratification by shareholders every year for the appointment of Statutory Auditors is nolonger required and accordingly the Notice of ensuing 44th AGM does notinclude the proposal for seeking shareholders' approval for ratification of StatutoryAuditors appointment.

There is no audit qualification reservation or adverse remark for the year underreview.

The Auditors' Report to the Members for the year under review is unmodified and doesnot 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 underSection 134(3)(f) of the Act

INTERNAL AUDITOR

Internal Audit for the year ended March 31 2021 was done by Praful Karia and Companyand 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 theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed Ms. Varsha Jakharia from Varsha & AssociatesPractising Company Secretaries bearing CP No. 22584 as secretarial auditors for theCompany. The secretarial audit report in prescribed form i.e. MR3 for the Financial Yearended 31st March 2021 is annexed to the Board Report. There were noqualifications reservation or adverse remarks or observations made in the secretarialaudit report.

SECRETARIAL COMPLIANCE REPORT

Your Company's paid-up equity share capital and networth on last day of the previousyear i.e. on March 31 2021 are below the threshold limits mentioned in the Regulation15(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 yearunder 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 theCompany had formulated and adopted a Policy on Prevention of Sexual Harassment atWorkplace. The Company has not received any complaint of sexual harassment during the yearunder 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 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.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014. But your Company havetaken the initiatives to carry out the CSR activities during the year. The Directors haveapproved the CSR policy of the Company along with the amendments thereon to provide aguideline for CSR activities of the Company. Your Company was in the process ofidentifying worthwhile avenues for CSR expenditure during the year and the companycontinues to remain committed towards undertaking CSR activities for the welfare of thesociety.

Composition of the CSR Committee is as (i) Mrs. Geeta Manekshana – Chairperson– Non - Executive – 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 information regarding loans guarantees and investments as required underthe provisions of Section 186 of the Companies Act 2013 as the Company has not given anyloans or provided any guarantees or securities or the investments made during the yearunder review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES

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 28 to theFinancial 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 theMembers of the Board and KMPs/specified employees in the course of day to day businessoperations 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 inthis Annual Report.

Code of Conduct for Prevention of Insider Trading as per Regulation 8(2) policy isavailable on the website of the Company.

PARTICULARS OF EMPLOYEES

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 Totalnumber of employees of the Company as on March 31 2021 stood at 3(three).

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism Policy/ Whistle Blower Policy to dealwith instances of fraud and mismanagement if any which provides formal mechanism to thedirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. Stayingtrue to our core values of Strength Performance and Passion and in line with our visionof being one of the most respected companies in India the Company is committed to thehigh standards of Corporate Governance and Stakeholder Responsibility. The said Policyensures that strict confidentiality is maintained in respect of whistle blowers whilstdealing with concerns and also specified that no discrimination will be meted out to anyperson for a genuinely raised concern. The Policy on Vigil Mechanism/Whistle BlowerMechanism 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 beattached to this Report. A Cash Flow Statement for the Financial Year 2020-21 is attachedto 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 beaccessed 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 involvedin any industrial or manufacturing activities the Company has no particulars to reportregarding conservation of energy and technology absorption as required under Section 134of the Companies Act 2013 and Rules made thereunder.

During the year under review the Company did not have any foreign exchange earningsor the foreign exchange outgo towards Business promotion Advertisement expenses Legalconsultancy and Professional fees.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk-mitigation systemwhich are constantly assessed and strengthened with new/revised standard operatingprocedures which also covers adherence to the Company's Policies for safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof accounting records and timely preparation of reliable financial disclosures. TheCompany's internal financial control system is commensurate with its size scale andcomplexities of its operations.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND OPERATIONS OF THE COMPANY

During the year under review there were no significant or material orders passed byany Regulator Court or Tribunal against the Company which could impact its going concernstatus or operations.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include changesin the government regulations tax regimes and economic developments within India orabroad.

ACKNOWLEDGEMENT & APPRECIATION

The Board sincerely thanks the Ministry of Corporate Affairs BSE Limited Securitiesand Exchange Board of India Reserve Bank of India and various government agencies fortheir continued support cooperation and advice.

The Board expresses sincere thanks to all its consultants bankers vendors auditorslawyers for their continued partnership and confidence in the Company.

The Board members also wish to place on record their appreciation for the dedicationand contribution made by the KMP's and look forward for their support in future as well.The Board members are also deeply touched by the efforts sincerity and loyalty displayedby the Directors and KMPs during the COVID-19 pandemic and without whom the sustainabilityor growth of the Company is unattainable.

Further the Board expresses its gratitude to you as Shareholders for the confidencereposed in the management of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS FOR DALAL STREET INVESTMENTS LIMITED

MURZASH MANEKSHANA
PLACE: MUMBAI DIRECTOR
DATE : 11/08/2021 DIN: 00207311
GEETA MANEKSHANA
DIRECTOR
DIN : 03282077

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