To the Members
Your Directors have pleasure in presenting the Twenty Seventh (27th)Directors' Report of your Company along with the financial statements for the FinancialYear ended 31st March 2018.
1. OPER ATING RESULTS
Certain key aspects of your Company's performance during the Financial Year ended 31stMarch 2018 as compared to the previous Financial Year are summarised below:
| || || |
(Rs in Lakhs)
| ||Standalone ||Consolidated |
|Particulars ||Year Ended 31.03.2018 ||Year Ended 31.03.2017 ||Year Ended 31.03.2018 ||Year Ended 31.03.2017 |
|Income for the year ||39989.92 ||28278.61 ||63627.98 ||45960.14 |
|Profit before Interest Depreciation and Tax ||18050.79 ||10199.19 ||27563.64 ||16890.89 |
|Finance Charges ||(462.60) ||(1355.11) ||(1037.63) ||(3497.42) |
|Profit before Depreciation and Taxes ||17588.19 ||8844.07 ||26526.01 ||13393.47 |
|Depreciation & Amortisation ||(1463.50) ||(1205.31) ||(3713.55) ||(3611.76) |
|Provisions for Taxation ||(5567.09) ||(2378.63) ||(7368.90) ||(2803.46) |
|Exceptional Items ||(101.73 ) ||2.10 ||104.76 ||419.93 |
|Minority Interest and Share of Profit from || || || || |
|Associate and Joint Venture Company ||- ||- ||6.58 ||(23.29) |
|Net Profit for the current year ||10455.87 ||5262.23 ||15554.90 ||7374.89 |
|Earlier years balance brought forward ||24939.64 ||20233.81 ||21351.42 ||14531.30 |
|Net Profit available for Appropriation ||35395.51 ||25496.04 ||36906.32 ||21906.19 |
|Appropriation: || || || || |
|Dividend on Equity Shares ||(934.88) ||(462.29) ||(934.88) ||(462.29) |
|Dividend Distribution Tax (Net) ||(190.32) ||(94.11) ||(190.32) ||(94.11) |
|Amount Transferred to Non-Controlling Interest & || || || || |
|Other Adjustment ||- ||- ||(318.95) ||1.63 |
|Balance at the year end ||34270.30 ||24939.64 ||35462.17 ||21351.42 |
Y our Directors recommend for approval of the Members the ensuing Annual GeneralMeeting dividend of Rs 1/- per Equity Share (i.e. 100%) of face value of Rs 1/- each forthe Financial Year ended 31st March 2018 aggregating to approx Rs 2675.90Lakhs including Rs 550.04 Lakhs dividend distribution tax as compared to previous year'sdividend of Rs 0.35/- per Equity Share (i.e. 35%) of face value of Rs 1/- each.
The total outflow for current year is based on relevant share capital as on 31stMarch 2018. The actual dividend amount will be dependent on the relevant share capitaloutstanding as on the record date /book closure.
The dividend will be paid in compliance with the applicable at Rules and Regulations.
3. SHARE CAPITAL
During the year the issued subscribed and paidup capital of the Company hasincreased from Rs 231624104 to
Rs 2033320976/- divided into 267590478 Equity Shares of Rs 1/- each 437470.001% Non-Cumulative Optionally Convertible Preference Shares of Rs 21667/- each and37747 1% Redeemable Preference Shares of Rs 21667/- each.
4. O VERVIEW OF OPERATIONS
During the year under review on a consolidated basis your Company recorded a totalincome of Rs 63627.98 Lakhs as compared to last year's income of Rs 45960.14 Lakhs andnet profit of Rs 15554.90 Lakhs as compared to last year's Net profit of Rs 7374.89Lakhs. For further information kindly refer to Management Discussion and Analysis Reportforming a part of this Annual Report.
5. E XTRACT OF ANNUAL RETURN
The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013("the Act") and as prescribed in Form No. MGT-9 of the Companies (Management andAdministration) Rules 2014 is appended as Annexure I to this Report.
6. NUMBER OF MEETINGS OF THE BOARD
The Board met Four (4) times in Financial Year 2017-on 30th May 2017 24thJuly 2017 16th October 2017 and 15th January 2018. Theparticulars of meetings held and attended by each Director are detailed in the CorporateGovernance Report which forms part of this Report.
7. DIREC TORS' RESPONSIBILITY
Y our Directors hereby confirm that:
i. In the preparation of the annual accounts for Financial Year ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures;
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at 31st March 2018 and of theprofit of the Company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts for Financial Year ended 31stMarch 2018 on a going concern' basis.
v. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and have been operatingefficiently.
vi. The Directors have devised proper systems to ensure compliance with provisions ofall applicable laws and that such systems were adequate and operating effectively.
8. DECL ARATION BY INDEPENDENT
The Independent Directors of the Company have submitted the declaration of Independenceas required under Section 149(7) of the Act confirming that they meet the criteria ofindependence under Section 149(6) of the Act and Regulation 16(1)(b) of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations).
9. P OLICY ON DIRECTORS' APPOINTMENT
viz.The Policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act and Regulation19 of Listing Regulations is appended as Annexure II to this Report.
10. P ARTICULARS OF LOANS GUARANTEES INVE STMENTS UNDER SECTION 186 OF
The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Act read with Companies (Meetings of Board and Its Powers) Rules 2014are given in the notes to the Financial Statements forming part of this Annual Report.
11. P ARTICULARS OF CONTRACTS ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year 2017-18 your Company has entered into transactions withrelated parties as defined under section 2(76) of the Act and Rules made thereunderRegulation 23 of the Listing Regulations. During the Financial Year 2017-18 transactionswith related parties which qualify as material transactions as per Listing Regulations aregiven in Form AOC - 2 as per the Companies (Accounts) Rules 2014 in Annexure IIIto this Report.
The details of related party transactions as required under Ind AS-24 are set out innotes to accounts to the Standalone Financial Statements forming part of this AnnualReport.
The Policy on Related Party Transactions may be accessed on the Company's website atthe link: http://www.deltacorp. in/pdf/related-party-transaction-policy.pdf
12. MA TERIAL CHANGES AND AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Ther the have been no material changes and 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 the Report.
13. P ARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND F OREIGNEXCHANGE EARNINGS AND
The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Act read with theCompanies (Accounts) Rules 2014 is appended as Annexure IV to this Report.
14. BUSINESS RISK MANAGEMENT
The Board of Directors of the Company has a Risk Management Committee to frameimplement and monitor the risk management plan for the Company. The Company has a robustRisk Management framework to identify evaluate business risks and opportunities. Thisframework seeks to create transparency minimize adverse impact on the business objectivesand enhance the Company's competitive advantage.
The business risk framework defines the risk identification and its management approachacross the enterprise at various levels including documentation and reporting. Theframework helps in identifying risks trend exposure and potential impact analysis on aCompany's business.
15. C ORPORATE SOCIAL RESPONSIBILITY
The Board has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Act. Your Company's CSR initiatives or activitiesundertaken during the Financial Year ended 31st March 2018 forms part ofAnnual Report on the CSR activities in accordance with Section 135 of the Act andCompanies (Corporate Social Responsibility Policy) Rules 2014 which is appended as AnnexureV to this Report.
16. VIGIL MECHANISM
The Company has adopted Vigil Mechanism and Whistle Blower Policy for Directors andEmployees in compliance with the provisions of Section 177(10) of the Act and Regulation22 of the Listing Regulations to report genuine concerns and to provide for adequatesafeguards against victimization of persons who may use such mechanism. During the year nopersonnel of the Company was denied access to the Audit Committee. The said policy is alsoavailable on the Company's website www.deltacorp.in
17. ANNU AL EVALUATION OF PERFORMANCE THE BOARD
Pursuant to the provisions of the Act and Regulation 19 of the Listing Regulations theBoard has carried out an annual evaluation of its own performance performance of theDirectors as well as the evaluation of the working of its Committees.
The Nomination Remuneration and Compensation Committee has defined the evaluationcriteria for the Board its Committees and Directors.
The Board's functioning was evaluated after taking inputs from the Directors on variousaspects including inter alia degree of fulfillment of key responsibilities Boardstructure and composition establishment and delineation of responsibilities to variousCommittees effectiveness of Board processes information and functioning.
The Committees of the Board were evaluated after taking inputs from the Committeemembers on the basis of criteria such as degree of fulfillment of key responsibilitiesadequacy of Committee composition and effectiveness of meetings.
The Board and the Nomination Remuneration and Compensation Committee reviewed theperformance of the individual directors on aspects such as attendance and contribution atBoard/ Committee Meetings and guidance/ support to the management outside Board/ CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole.
In a separate meeting of independent directors performance of Non-IndependentDirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors.
18. SUB SIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES
During the year under review Caravella Entertainment Private Limited (formerly known asCaravela Casino Goa Private Limited) Gaussian Networks Private Limited Gaussian OnlineSkill Gaming Private Limited Gaussian Software Private Limited and Mind Sports LeaguePrivate Limited became subsidiaries of the Company. Further during the year FreedomCharter Services Private Limited cease to be a joint venture and Delta PAN Africa Limitedand Delta Corp East Africa Limited ceased to be subsidiaries of the Company on account ofliquidation.
During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the Act the Company has prepared consolidated financialstatements of the Company and all its subsidiaries which form part of the Annual Report.A report on the performance and financial position of each of the subsidiaries associateand joint venture company as per the Act and Rules made thereunder is provided in thefinancial statement and hence not repeated here for the sake of brevity.
In accordance with Section 136 of the Act the audited financial statements includingthe consolidated financial statements and related information of the Company and auditedaccounts of each of its subsidiaries are available on Company's website www.deltacorp.in.These documents will also be available for inspection during working hours at ourRegistered Office of the Company.
Further the Company does not have material Indian subsidiary as defined underRegulation 16(1)(c) of the Listing Regulations.
The Policy for determining material subsidiaries as approved may be accessed on theCompany's website at the link:http://www.deltacorp.in/pdf/policy-for-determining-material-subsidiaries.pdf.
19. DE TAILS RELATING TO DEPOSITS UNDER CHAPTER V OF THE ACT
The Company has neither accepted nor renewed any deposits during the Financial Year2017-18 in terms of Chapter V of the Act.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
Ther the are no significant material orders passed Regulators/Courts which would impactthe going concern status of the Company and its future operations.
21. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS
The Company has in place adequate internal financial control with reference tofinancial statements.
The Company has adopted accounting policies which are in line with the IndianAccounting Standards notified under Section 133 and other applicable provisions if anyof the Act read together with the Companies (Indian Accounting Standards) Rules 2015.
The Company in preparing its financial statements makes judgments and estimates basedon sound policies and uses external agencies to verify/ validate them as and whenappropriate. The basis of such judgments and estimates are also approved by the StatutoryAuditors and Audit Committee.
The Internal Auditor evaluates the ef_cacy and adequacy of internal control systemaccounting procedures and policies adopted by the Company for efficient conduct of itsbusiness adherence to Company's policies safeguarding of Company's assets preventionand detection of frauds and errors and timely preparation of reliable financialinformation etc. Based on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
In accordance with the provisions of the Section 152(6) (e) of the Act Mr. RakeshJhunjhunwala (DIN: 00777064) Director of the Company will retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.
The Board of Directors on recommendation of the Nomination Remuneration andCompensation Committee has re-appointed Mr. Ashish Kapadia (DIN: 02011632) as ManagingDirector of the Company for a period of 5 (five) years with effect from 27thApril 2019 subject to approval of Members at ensuing Annual General Meeting as hiscurrent term of office is upto 26th April 2019.
1. Statutory Auditor
M/s. Walker Chandiok & Co. LLP Chartered Accountants (Firm Registration No:001076N/N500013) were appointed as Statutory Auditors of the Company at the 25thAnnual the General Meeting till the conclusion of the 30th Annual GeneralMeeting.
Your Company has received a confirmation from M/s. Walker Chandiok & Co. LLPChartered Accountants (Firm Registration No: 001076N/N500013) to the effect that that theyare not disqualified within the meaning of Section 141 and other applicable provisions ofthe Act and rules made thereunder.
There are no qualifications reservations or adverse remarks or disclaimers made byStatutory Auditor of the Company in his audit report.
2. Sec retarial Auditor
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhave appointed M/s. A. K. Jain & Co. Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the year ended 31st March 2018. TheSecretarial Audit Report is appended as Annexure VI to this Report.
There are no qualifications reservations or adverse remarks or disclaimers made bySecretarial Auditor of the Company in his secretarial audit report except as statedbelow:
Adverse remark by Secretarial Auditor:
During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines standards etc. except non compliance of theRegulation 18 of the SEBI (LODR) Regulations 2015 in respect of the gap between the twoaudit committee meetings is exceeding 120 days.
During the period under review the Company was contemplating a Qualified InstitutionalBuyer's placement which resulted in delay in finalization of Audited Results andaccordingly the gap of more than one hundred and twenty (120) days was unintentional.
No fraud has been reported by the Statutory Auditors and Secretarial Auditors to theAudit Committee or the Board.
24. CORPORATE GOVERNANCE
Pursuant to Listing Regulations the Management Discussion & Analysis Report andCorporate Governance Report together with Certificate from Practicing Company Secretaryon compliance with the conditions of Corporate Governance as laid down forms a part ofthis Annual Report.
25. BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report as per Regulation 34 of the Listing Regulationsdetailing the various initiatives taken by the Company on the environmental social andgovernance front forms an integral part of this Annual Report.
26. A UDIT COMMITTEE OF THE COMPANY
The Company's Audit Committee was reconstituted during the year. The Audit Committeecomprises of the following Directors:
1. Mr. Ravinder Kumar Jain (Chairman);
2. Mr. Ashish Kapadia;
3. Mr. Chetan Desai
4. Mr. Rajesh Jaggi; and
5. Dr. Vrajesh Udani
The composition of the Audit Committee is in compliance with the requirements ofSection 177 of the Act and Regulation 18 of the Listing Regulations.
27. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules and disclosures pertaining to remunerationand other details as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin Annexure VII to this Report.
28. EMPLOYEES STOCK OPTION SCHEME
As r equired in terms of regulation 14 of the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 and in terms of Rule 12 of Companies(Share Capital and Debentures) Rules 2014 the disclosure relating to DELTA CORP ESOS2009 is given in Annexure VIII to this Report.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
The Company has Anti-Sexual Harassment policy pursuant to the provisions of The SexualHarassment of Woman at Workplace (Prevention Prohibition & Redressal) Act 2013. TheCompany did not receive any such complaints during the calendar year 2017.
30. COMPLIANCE OF THE SECRETARIAL STANDARDS
During the financial year the Company has complied with the applicable SecretarialStandards i.e SS-1 and SS-2 as issued by the Institute of the Company Secretaries ofIndia.
Y our Directors express their sincere appreciation for the co-operation received fromshareholders bankers and other business constituents during the year under review. YourDirectors also wish to place on record their deep sense of appreciation for the commitmentdisplayed by all executives officers and staff resulting in the successful performanceof the Company during the year.
For and on behalf of the Board of Directors
Date: 23rd July 2018