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Dalal Street Investments Ltd.

BSE: 501148 Sector: Financials
NSE: N.A. ISIN Code: INE422D01012
BSE 00:00 | 26 Feb 252.55 -5.15
(-2.00%)
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262.85

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262.85

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NSE 05:30 | 01 Jan Dalal Street Investments Ltd
OPEN 262.85
PREVIOUS CLOSE 257.70
VOLUME 12
52-Week high 352.40
52-Week low 171.95
P/E 26.47
Mkt Cap.(Rs cr) 8
Buy Price 253.00
Buy Qty 1.00
Sell Price 253.00
Sell Qty 24.00
OPEN 262.85
CLOSE 257.70
VOLUME 12
52-Week high 352.40
52-Week low 171.95
P/E 26.47
Mkt Cap.(Rs cr) 8
Buy Price 253.00
Buy Qty 1.00
Sell Price 253.00
Sell Qty 24.00

Dalal Street Investments Ltd. (DALALSTREETINV) - Director Report

Company director report

To

The Members

Your Directors present their 43nd Annual Report and the Audited FinancialStatements of DALAL STREET INVESTMENTS LIMITED (‘the Company') for theFinancial Year ended 31st March 2020.

REGISTERED OFFICE

During the year under review your Company is currently having its registered office at301 Chintamani Apartment 1478 Sadashiv Peth Pune-411030 Maharashtra.

FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March 2020 issummarized below: (Rs. in Lakhs)

Particulars Financial Results for the year ended as at
31st March 2020 31st March 2019
Revenue from Operations 19.55 15.21
Other Income 9.38 127.79
Total Expenses 23.31 162.19
Profit/(Loss) before tax & prior period expenses 5.62 (19.20)
Prior period expense (Net)/Exceptional Item - -
Profit/(Loss) Before Tax 5.62 (19.20)
Tax Expense (Net) 1.95 234.75
Profit /(Loss) After Tax and before 3.67 215.54
Share of Profit/(Loss) of Associates/
Joint Venture
Share of Profit/(Loss) of Associates/ Joint Venture - -
Net Profit /(Loss) After Tax 3.67 215.55
Other Comprehensive Income
Items that will not be reclassified subsequently to profit or loss - -
Items that will be reclassified subsequently to profit or loss (27.35) (37.98)
Total Comprehensive income net of tax (27.35) (37.98)
Total Comprehensive Income for the year attributable to owners of the Company (23.68) 177.57
Earnings Per Share (Rs.)
Basic 1.17 68.41
Diluted 1.17 68.41

*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. 28.94 lakhs as against Rs.143 lakhs for the previous financial year registering a decrease of Rs. 114.06 lakhs. Theprofit before tax was Rs. 5.62 lakhs and the profit after tax was Rs. 3.67 lakhs for thefinancial year under review as against (Rs. 19.20) lakhs and Rs. 215.55 lakhs respectivelyreported for the previous financial year. There were no material changes and commitmentsaffecting the financial position of the Company between the end of the financial year andthe 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 UPDATES & STATUTORY THRESHOLD LIMITS

Your Directors intends to inform you that post successful completion of the OpenOffer the Company vide requisite approvals from the members had noted Mr. MurzashManekshana as the new promoter of the Company. Post induction of new promoter erstwhilepromoter/promoter group is required to be reclassified as Public Shareholders and hencethe said process has been initiated and completed by the Company.

Post which as per the Statutory Requirement to maintain the threshold limit of thePromoter and Promoter Group i.e. maximum up to 75% in the Company. Mr. Murzash Manekshana("Being Seller") has submitted to BSE a copy of Offer for Sale (OFS) up to16264 equity shares representing 5.16% of the paid-up equity share capital of theCompany by way of Offer For Sale through the Stock Exchange Mechanism ("OFS")on September 17 & 18 2019 respectively in accordance with the "ComprehensiveGuidelines on Offer for Sale (OFS) of Shares by Promoters through the Stock ExchangeMechanism" issued by the Securities and Exchange Board of India.

The OFS was completed and with this the Promoter & Promoter Group all put togetherhold 75% equity share capital in the Company.

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 Thousand SeventyFour) Equity shares of Rs.10/- each) as at March 31 2020.

SHIFTING OF REGISTERED OFFICE

For administrative and operational convenience your Company is proposing to shift theregistered office of the Company to Mumbai which is currently situated at 301 ChintamaniApartment 1478 Sadashiv Peth Pune - 411030.

Further as per the provisions of Section 12 & Section 13 of the Companies Act2013 ("the Act") a special resolution is required to be passed if theregistered office of a Company is shifted outside the local limits of any city town orvillage and secondly consequent to the proposed change clause II of the Memorandum ofAssociation of the Company hence the notice of Annual General Meeting covers the saiditem for obtaining the approval from the members of the Company.

NBFC LICENSE

The Company has been incorporated under the provisions of Indian Companies Act. Earlierthe Company was registered as a Non-Banking Finance Company (NBFC) with Reserve Bank ofIndia (RBI) but the same was cancelled and now the Company is in process of making therequisite application and submitting the documents under Type II with RBI. The Companycontinues to mainly undertake business activities of providing advisory services andundertaking investment and trading activities within the parameters of theregulations/statutes.

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

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.

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 Mrs. Geeta Manekshana Non-Executive Director will retire byrotation at the ensuing AGM and being eligible has offered herself for re-appointment.

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 Director & Chief FinancialOfficer for the Financial Year 2019-20 with regard to the Financial Statements and othermatters. 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 thecircumstances 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 Directorsas specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment andQualifications of Directors) Rules 2014.

CONSTITUTION OF COMMITTEES

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. Pursuantto which the details of composition meetings and attendance of the Meetings of the AuditCommittee are as under:-

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:

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

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 preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;

(ii) the directors had 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 the end of the financial year and ofthe profit of the Company for the year ended 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 going concern basis;

(v) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisionsof 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 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 2020 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 2020 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 to Managing 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) All remuneration of the Non-Executive/Independent Directors (excluding remunerationfor 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 rulesmade there under or any other enactment for the time being in force. The amount of suchremuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

(c) An Independent Director shall not be eligible to get Stock Options and shall alsonot be eligible to participate in any share based payment schemes of the Company.

(d) Any remuneration paid to Non-Executive/ Independent Directors for services renderedwhich are of professional nature shall not be considered as part of the remuneration forthe 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 Inthe opinion of the Committee the Director possesses the requisite qualification for thepractice 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.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of Section 92 of theCompanies Act 2013 in the prescribed Form MGT-9 is annexed to this Report.

NUMBER OF MEETINGS OF THE BOARD

During the year under review 5 (Five) Board meetings were held details of which aregiven below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

Date of the meeting No. of Directors attended the meeting
22/04/2019 4
24/05/2019 4`
23/07/2019 4
05/11/2019 4
10/02/2020 4

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 underreview the Company has not failed to implement any Corporate Actions within the specifiedtime limit.

AUDIT COMMITTEE RECOMMENDATIONS

All the recommendations made by the Audit Committee were accepted by the Board.

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 andthe specific certificate to this effect has been obtained by the Company & kept on itsrecords.

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.

The Ministry of Corporate Affairs vide its notification dated 7th May 2018 hasdispensed with the requirement of ratification of Auditor's Appointment by theshareholders every year. Hence the resolution relating to ratification of Auditor'sAppointment is not being included in the notice of Annual General Meeting.

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 anddoes 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 underSection 134(3)(f) of the Act

INTERNAL AUDITOR

Internal Audit for the year ended March 31 2020 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 Mr. Piyushkumar Parmar Practising CompanySecretaries bearing CP No. 11678 as secretarial auditors for the Company. The secretarialaudit report for the Financial Year ended 31st March 2020 is annexed to theBoard Report. There were no qualifications reservation or adverse remarks made except fewobservations as made in the secretarial audit report and the Company is in the process tosubmit the said e-form(s) MGT 14 before the ensuing Annual General Meeting of the Companyto comply the same.

SECRETARIAL COMPLIANCE REPORT

Your Company's paid-up equity share capital and networth on last day of the previousyear i.e. on March 31 2020 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

Pursuant to Section 135 of the Companies Act 2013 the brief outline of the CSR Policyof your Company composition of the Committee and report on initiatives undertaken by yourCompany on CSR activities during the year are set out in Report annexed in the format asprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. TheDirectors have further approved the CSR policy of the Company to provide a guideline forCSR activities of the Company. Your Company was in the process of identifying worthwhileavenues for CSR expenditure during the year and in its absence there was unspent and thecompany continues to remain committed towards undertaking CSR activities for the welfareof the society.

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 29 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 2020 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 2019-20 is attachedto the Balance Sheet.

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 Securities and ExchangeBoard of India Reserve Bank of India and various government agencies for their continuedsupport 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 membersalso wish to place on record their appreciation for the support and contribution madetowards the Company and look forward for their support in future as well.

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 : 22/07/2020 DIN: 00207311
GEETA MANEKSHANA
DIRECTOR
DIN : 03282077

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