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Dalal Street Investments Ltd.

BSE: 501148 Sector: Financials
NSE: N.A. ISIN Code: INE422D01012
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NSE 05:30 | 01 Jan Dalal Street Investments Ltd
OPEN 320.60
PREVIOUS CLOSE 327.10
VOLUME 4
52-Week high 372.95
52-Week low 152.00
P/E 3.58
Mkt Cap.(Rs cr) 10
Buy Price 354.45
Buy Qty 2.00
Sell Price 320.60
Sell Qty 1507.00
OPEN 320.60
CLOSE 327.10
VOLUME 4
52-Week high 372.95
52-Week low 152.00
P/E 3.58
Mkt Cap.(Rs cr) 10
Buy Price 354.45
Buy Qty 2.00
Sell Price 320.60
Sell Qty 1507.00

Dalal Street Investments Ltd. (DALALSTREETINV) - Director Report

Company director report

To

The Members

Your Directors present their 42nd Annual Report and the Audited FinancialStatements of DALAL STREET INVESTMENTS LIMITED (‘the Company') for theFinancial Year ended 31st March 2019.

1. REGISTERED OFFICE

During the year under review your Company had shifted to its registered office at 301Chintamani Apartment 1478 Sadashiv Peth Pune-411030 Maharashtra post completing allthe statutory formalities as required to be undertaken under the Statute.

2. FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March 2019 issummarized below:

(Rs. in Lakhs)

Particulars Financial Results for the year ended as at
31st March 2019 31st March 2018
Revenue from Operations 15.21 366.93
Other Income 127.79 1011.15
Total Expenses 162.19 237.32
Profit/(Loss) before tax & prior period expenses (19.20) 1140.77
Prior period expense - -
(Net)/Exceptional Item
Profit/(Loss) Before Tax (19.20) 1140.77
Tax Expense (Net) 234.75 (258.25)
Profit /(Loss) After Tax and before Share of Profit/(Loss) of Associates/ Joint Venture 215.54 882.52
Share of Profit/(Loss) of Associates/ Joint Venture - -
Net Profit /(Loss) After Tax 215.55 882.52
Other Comprehensive Income
Items that will not be reclassified subsequently to profit or loss - -
Items that will be reclassified subsequently to profit or loss (37.98) (704.30)
Total Comprehensive income net of tax (37.98) (704.30)
Total Comprehensive Income for the year attributable to owners of the Company 177.57 178.22
Earnings Per Share (Rs.)
Basic 68.41 280.10
Diluted 68.41 280.10

*Notes: 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.

3. PERFORMANCE OF THE COMPANY

The Total Income for the financial year under review was Rs. 143.00 lakhs as againstRs. 1378.08 lakhs for the previous financial year registering a decrease of Rs. 1235.08lakhs. The profit before tax was (Rs. 19.20) lakhs and the profit after tax was Rs. 215.55lakhs for the financial year under review as against Rs. 1140.76 lakhs and Rs. 882.51lakhs 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.

4. DIVIDEND

To conserve resources for future your Directors do not recommend any dividend for thefinancial year under review.

5. TRANSFER TO RESERVES

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

6. OPEN OFFER UPDATES

Your Directors intends to inform you that the Board of Directors of the Company attheir meeting held on September 7 2018 had approved the transfer of 179963 Equity Sharesof Rs. 10/- each at par to Mr. Murzash Manekshana (hereinafter referred to as"Acquirer") subject to the approvals of Shareholders (if any) and otherregulatory approvals. The above said transfer had triggered the obligation of Open Offerby the Acquirer in terms of SEBI (Substantial Acquisition of Shares and Takeover)Regulations 2011. Post which KJMC Corporate Advisors (India) Limited being theInvestment Banker on behalf of the Acquirer had submitted the Post Open Offer Reportdated January 7 2019 covering the aspects like compliance(s) under the Share PurchaseAgreement dated September 7 2018 and Shares acquired under the Open Offer to the tune of72606 shares and 179963 shares respectively which both put together reflect theshareholding percentage as 80.16% in the Company.

Post successful completion of the Open Offer the Company 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.

7. SHARE CAPITAL

The present Authorized Share Capital of the Company is Rs. 5000000/- (Rupees FiftyLacs Only) divided into 500000 (Five Lacs) Equity Shares of Rs. 10/- each. The Paid-upEquity Share Capital is Rs. 3150740/- (Rupees Thirty One Lakhs Fifty Thousand SevenHundred and Forty only) divided into 315074 (Three Lakh Fifteen Thousand Seventy Four)Equity shares of Rs.10/- each) as at March 31 2019.

As per the provisions of Sections 13 of the Companies Act 2013 a Company can alterthe Share Capital clause of its Memorandum of Association with the consent of members ofthe Company. Hence now the Company intends to increase the Authorised Equity Sharecapital to Rs. 20000000/- (Rupees Two Crores Only) divided into 2000000 (TwentyLakhs) Equity Shares of Rs.10/- each by creation of additional 1500000 (Fifteen Lacs)Equity Shares of Rs.10/- each ranking pari passu with the existing equity shares in allrespects to create the adequate headroom.

8. 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) having registration No. 13.00567 and the same was cancelled vide the orderdated September 11 2018 issued by RBI. The Company continues to mainly undertake businessactivities of providing advisory services and undertaking investment and tradingactivities within the parameters of the regulations/statutes.

9. DEPOSITS

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

10. 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.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review following are the changes in the Composition of Board ofDirectors:

Based on the recommendations of the Nomination and Remuneration Committee (‘NRC')the Board of Directors of the Company (‘Board') appointed Mr. Murzash Manekshana(DIN: 00207311) and Ms. Geeta Manekshana (DIN: 03282077) as an Additional Director(s) ofthe Company with effect from January 14 2019 under Section 161(1) of the Companies Act2013 (‘the Act') and Article 86 of the Company's Articles of Association. A proposalfor confirmation of their appointment is being placed before the Members of the Companyfor their approval at the ensuing Annual General Meeting.

Mr. Umesh Gosar (DIN : 02232285) and Mr. Pranav Joshi (DIN : 022352514) were appointedas the Additional Director (In the Capacity of Independent Director) of the Company w.e.f.January 14 2019 for a consecutive period of five years till January 13 2024 and the saidappointment is required to be approved by the Members at ensuing Annual General Meeting ofthe Company hence the same has been covered in the Notice of Annual General Meeting ofthe Company.

The Board has taken note of the Resignations as tendered by of Ms. Rita PavankumarDirector Mr. Vikas Pavankumar Director and Mr. Sudhir S Bandiwadekar (IndependentDirector) Mr. Vijay K Pandya (Independent Director) w.e.f. January 14 2019 consideringthe Open Offer procedural formalities and now the new Board had taken over the businessoperations of the Company. Your Directors places on record their appreciation for theexcellent contributions made by all the erstwhile Directors including the IndependentDirectors of the Company.

During the year under review following are the changes in the Composition of KMP's :-

Mr. Shubham Barot Company Secretary & Compliance Officer of the Company hadsubmitted his resignation dated April 8 2019; and the Company has accepted the same andrelieved him from his responsibilities effective close of business hours on April 8 2019consequently pursuant to Regulation 6 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Mr. Mahesh Deshmukh has been appointed as the ComplianceOfficer of the Company in the interim as the successor in place of Mr. Shubham Barotsubject to the approval of Board which was confirmed by the Board on April 22 2019.

Ms. Varsha Thakur CFO of the Company has also tendered her resignation on April 222019 and the same was accepted by the Board. On the same date the Board has Ms. MeghaMehul Unadkat as the new CFO of the Company.

Mr. Viral Nitin Karia has joined the Company as the CEO w.e.f . April 22 2019.

12. 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.

The details of composition meetings and attendance of the Meetings of the AuditCommittee are as under:-

S.No Name Designation No. of Meetings
Held Attended
1 Mr. Vijay Pandya Chairman 3 3
2 Mr. Sudhir Bandiwadekar Member 3 3
3 Mr.Vikas Pavankumar Member from 01/11/2017 3 3

In this regard your Company intends to update you that the said Audit Committee wasreconstituted on January 14 2019 with the appointment of (i) Mr. Umesh Gosar –Chairman of Audit Committee (ii) Mr. Pranav Joshi – Member and (iii) Mr. MurzashManekshana Member.

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 1 1
2 Mr. Pranav Joshi Member 1 1
3 Mr. Murzash Manekshana Member 1 1

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.

The details of composition of the Nomination and Remuneration Committee are as under:-

S.No Name Designation No of Meetings
Held Attended
1 Mr. Vijay Pandya Chairman 4 4
2 Mr. Sudhir Bandiwadekar Member 4 4
3 Mr. Vikas Pavankumar Member from 01/11/2017 4 4

In this regard your company intends to update you that the said Committee wasreconstituted on January 14 2019 with the appointment of (i) Mr. Pranav Joshi –Chairman of Nomination and Remuneration Committee (ii) Mr. Umesh Gosar – Member(iii) Mr. Murzash Manekshana Member and (iv) Ms. Geeta Manekshana Member

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. Umesh Gosar Chairman 1 1
2 Mr. Pranav Joshi Member 1 1
3 Mr. Murzash Manekshana Member 1 1
4 Ms. Geeta Manekshana Member 1 1

13. 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 of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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.

14. 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.

15. MATERIAL SUBSIDIARY

There is no subsidiary of the Company.

16. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year ended March 31 2019 your Company has complied with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.

17. ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31stMarch 2019 as per Section 133 of the Companies Act 2013 read with rule 7 of Companies(Accounts) Rules 2014.

18. 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.

19. 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.

20. 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

• In the opinion of the Committee the Director possesses the requisitequalification 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.

21. 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.

22. NUMBER OF MEETINGS OF THE BOARD

During the year under review 9 (Nine) 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
20/04/2018 4
30/05/2018 4`
16/07/2018 4
14/08/2018 4
07/09/2018 4
04/10/2018 4
14/11/2018 4
14/01/2019 8
12/02/2019 4

23. AUDIT COMMITTEE RECOMMENDATIONS

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

24. 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.

25. STATUTORY AUDITORS

The Members at the 41st Annual General Meeting of the Company held on 26thSeptember 2018 had appointed Priti Mehta & Company Chartered Accountants (withregistration number 103429W) as the Statutory Auditor of the Company to hold office for aterm of One year i.e. from the conclusion of the said Annual General Meeting until theconclusion of 42nd Annual General Meeting of the Company to be held in 2019.

In accordance with the provisions of Section 139 of Companies Act2013 M/s Priti Mehta& Company Chartered Accountants Mumbai (Firm Registration No.103429W) are proposedto be appointed as auditor for a period of 5 years commencing of this Annual GeneralMeeting till the Conclusion of 47nd Annual General Meeting subject toratification of their appointment by the shareholders every year.

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 will not be included in the notice of next Annual General Meeting.

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

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 2019 is annexed to theBoard Report. There were no qualifications reservation or adverse remarks made except fewobservations as made in the secretarial audit report.

26. 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.

27. 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.

28. 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 the process of identifying worthwhileavenues for CSR expenditure during the year and it its absence there was unspent and thecompany continues to remain committed towards undertaking CSR activities for the welfareof the society.

29. 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.

30. 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-33 to theFinancial Statements.

31. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and 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.

32. 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 2019 stood at 3(three).

33. 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

34. PERFORMANCE OF JOINT VENTURE/CONSORTIUM

There are no Companies/LLPs which are Associates/Consortium of the Company.

35. 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 2018-19 is attachedto the Balance Sheet.

36. 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.

37. 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.

38. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE COMPANY

During the year under review the Company had received a notice under the SecuritiesContracts (Regulations) Act 1956 and the reply was given by the company to thesatisfaction of the regulator along with the penalties as levied but there are nosignificant or material orders passed by any Regulator Court or Tribunal against theCompany which could impact its going concern status or operations.

39. 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.

40. ACKNOWLEDGEMENT& APPRECIATION

Your Directors wish to place on record their sincere appreciation for the contributionmade by the employees. Your Directors also wish to thank all Shareholders ClientsGovernment and Regulatory authorities and Stock Exchanges financial authoritiescustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.

Your Directors also thank the Ministry of Corporate Affairs stakeholders advocatessolicitors and business associates for their continuous support.

ON BEHALF OF THE BOARD OF DIRECTORS
FOR DALAL STREET INVESTMENTS LIMITED
MURZASH MANEKSHANA
PLACE: MUMBAI DIRECTOR
DATE : 24/05/2019 DIN: 00207311
GEETA MANEKSHANA
DIRECTOR
DIN : 03282077