To the Shareholders
Your Directors have pleasure in presenting the Twenty-Ninth (29th)Directors' Report of your Company along with the financial statements for the FinancialYear ended 31st March 2020.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
Certain key aspects of your Company's performance during the Financial Year ended 31stMarch 2020 as compared to the previous Financial Year are summarised below:
|Particulars || |
| ||Year Ended 31.03.2020 ||Year Ended 31.03.2019 ||Year Ended 31.03.2020 ||Year Ended 31.03.2019 |
|Income for the year ||492.35 ||541.60 ||806.75 ||829.10 |
|Profit before Interest Depreciation and Tax ||226.14 ||276.83 ||309.13 ||350.00 |
|Finance Charges ||(1.51) ||(0.80) ||(5.06) ||(1.78) |
|Profit before Depreciation and Taxes ||224.63 ||276.03 ||304.07 ||348.22 |
|Depreciation & Amortisation ||(19.38) ||(16.18) ||(48.53) ||(37.68) |
|Provisions for Taxation/ Deferred Tax ||(49.74) ||(76.53) ||(71.46) ||(114.13) |
|Exceptional Items ||(55.95) ||- ||0.70 ||4.27 |
|Minority Interest & Profit from Associate Company ||- ||- ||0.85 ||0.32 |
|Loss from Discountined operations ||- ||- ||- ||(4.24) |
|Net Profit for the Current Year ||99.56 ||183.32 ||185.63 ||196.76 |
|Earlier Years Balance Brought forward ||402.05 ||342.71 ||409.26 ||354.63 |
|Net Profit available for Appropriation ||501.61 ||526.03 ||594.89 ||551.39 |
|Appropriation: || || || || |
|Dividend Distribution Tax (Net) ||(10.79) ||- ||(11.97) ||(8.91) |
|Dividend on Equity Shares ||(58.25) ||(43.35) ||(58.25) ||(43.35) |
|Transfer to General Reserves ||- ||(81.79) ||- ||(81.79) |
|Amount Transferred to Non Controlling Interest & Other Adjustment ||(0.60) || ||2.65 ||(9.24) |
|Transition Adjustment on account of Ind AS 116 ||- ||- ||(1.81) ||- |
|Transferred from other comprehensive Income ||- ||1.16 ||- ||1.16 |
|Balance carried to Balance Sheet ||431.97 ||402.05 ||525.51 ||409.26 |
The Standalone Gross Revenue (Including GST) from operations for financial year 2019-20was ' 559.74 Crores (Previous Year: ' 582.26 Crores). The Operating Profitbefore tax stood at ' 205.25 Crores as against ' 259.85 Crores in thePrevious Year. The Net Profit after tax for the year stood at ' 99.56 Croresagainst ' 183.32 Crores reported in the Previous Year.
The Consolidated Gross Revenue (Including GST and Intragroup transactions) fromoperations for financial year 2019-20 was ' 968.44 Crores (Previous Year: '1010.05 Crores) The Consolidated Operating Profit before tax stood (for continuedoperations) at ' 255.54 Crores (Previous Year: ' 310.54 Crores). TheConsolidated Profit after tax stood at ' 185.63 Crores (Previous Year: '196.76 Crores).
During the year the Company declared two Interim Dividend(s). The details of the sameare given below :-
|Date of Declaration ||% ||Per Equity Share ||Record Date ||(' in Crores) |
|13th January 2020 ||75 ||0.75 ||23rd January 2020 ||20.32 |
|9th March 2020 ||75 ||0.75 ||20th March 2020 ||20.32 |
The Board of Directors of your company has approved and adopted the dividenddistribution policy of the company and dividends declared/recommended during the year arein accordance with the said Policy.
The dividend distribution policy is placed at Annexure I to the Report and isalso available on the weblink http://www.deltacorp.in/pdf/dividend-Distribution-Policy.pdf
3. SHARE CAPITAL
During the year there is no change in the share capital of the company the issuedsubscribed and paid-up capital of the Company is ' 270938186/- divided into270938186 Equity Shares of ' 1/- each.
4. EXTRACT 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 II to this Report and is alsoavailable on the Company's website www. deltacorp.in.
5. NUMBER OF MEETINGS OF THE BOARD
The Board met Six (6) times in Financial Year 2019-20 viz. on 8th April2019 15th June 2019 8th July 2019 14th October2019 13th January 2020 and 28th March 2020. The particulars ofmeetings held and attended by each Director are detailed in the Corporate GovernanceReport which forms part of this Report.
6. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby confirm that:
i. In the preparation of the annual accounts for Financial Year ended 31stMarch 2020 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 2020 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 2020 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;
7 DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted the declaration of Independenceas required under Section 149 (7) of the Act and Regulation 25 (8) of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations) confirming that they meet the criteria of independence underSection 149 (6) of the Act and Regulation 16 (1) (b) of Listing Regulations as amendedfrom time to time. The Independent Directors have also confirmed that they have compliedwith the Company's Code of Business Conduct & Ethics.
8. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under subsection (3) of Section 178 of the Act and Regulation 19 ofListing Regulations is appended as Annexure III to this Report.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
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.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year 2019-20 your Company has entered into transactions withrelated parties as defined under section 2(76) of the Act and Rules made thereunder andRegulation 23 of the Listing Regulations. During the Financial Year 2019-20 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 IV tothis 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- policv.pdf
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
BUYBACK OF EQUITY SHARES
The Board of Directors of the Company at its meeting held on 28th March2020 had approved a proposal to buy-back of its fully paid-up equity shares of face valueof ' 1/- (Rupee One) each ("Equity Shares) from the members of theCompany (except promoters and persons in control of the Company) representing 4.61% ofits total paid-up equity share capital as on December 31 2019 on a standalone basis foran amount payable in cash aggregating up to ' 1250000000 (Rupees One Hundredand Twenty- Five Crores only) ("Maximum Buy-Back Size) which is less than 10%of the aggregate of the total paid-up equity share capital and free reserves of theCompany based on the latest audited financial statements of the Company as at 31stMarch 2019 on a standalone basis and consolidated basis for a price not exceeding '100 (Rupees One Hundred only) per
Equity Share ("Maximum Buy-Back Price) through the open market routethrough the Indian stock exchanges in accordance with the provisions of the Securitiesand Exchange Board of India (Buy-Back of Securities) Regulations 2018 as amended("SEBI Buy-Back Regulations) and the Companies Act 2013 and the rules madethereunder ("Buy-Back).
12. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Act read with theCompanies (Accounts) Rules 2014 is appended as Annexure V to this Report.
13. BUSINESS RISK MANAGEMENT
The Board of Directors of the Company has constituted a Risk Management Committee toframe implement and monitor the risk management plan for the Company. The Company has arobust Risk Management framework to identify evaluate business risks and opportunities.This framework seeks to create transparency minimize adverse impact on the businessobjectives and enhance the Company's competitive advantage.
The business risk framework defines the risk identification and its management approachacross the enterprise at various levels including documentation and reporting. Theframework helps in identifying risks trend exposure and potential impact analysis on aCompany's business.
14. CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year underreview are set out in Annexure VI of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014. The CSR policy isavailable on http://www.deltacorp. in/pdf/csr-policvpdf
15. 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
16. ANNUAL EVALUATION OF PERFORMANCE OF 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.
17. SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES
During the year under review Mind Sports League Private Limited ceased to be subsidiaryof the Company. Further Halaplay Technologies Private Limited and Jalesh CruisesMauritius Limited ceased to be Associate Companies of the Company.
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.
The Policy for determining material subsidiaries as approved may be accessed on theCompany's website at the link: http://www.deltacorp.in/pdf/policv-for-determining-material-subsidiaries.pdf.
18. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT
The Company has neither accepted nor renewed any deposits during the Financial Year2019-20 in terms of Chapter V of the Act.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
20. I NTERNAL 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 efficacy and adequacy of internal control systemaccounting procedures and policies adopted by the Company for efficient conduct of itsbusiness adherence to Company's policies safeguarding of Company's assets preventionand detection of frauds and errors and timely preparation of reliable financialinformation etc. Based on the report of internal audit function process owners undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
21. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Section 152(6) (e) of the Act Mr. AshishKapadia (DIN:02011632) Managing Director of the Company will retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.
Further pursuant to recommendation of the Nomination Remuneration and CompensationCommittee and subject to approval of members at forthcoming Annual General Meeting Mr.Chetan Desai (DIN:03595319) will be designated as Non-Executive Independent Director onthe Board of Directors of the Company in accordance with Section 149(4) of the Act witheffect from conclusion of ensuing Annual General Meeting to hold office for period of 5(five) consecutive years.
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 General Meeting till the conclusion of the 30th Annual General Meeting.
Your Company has received a confirmation from M/s. Walker Chandiok & Co. LLPChartered Accountants (Firm Registration No: 001076N/
N500013) to the effect that that they are not disqualified within the meaning ofSection 141 and other applicable provisions of the Act and rules made thereunder.
There are no qualifications reservations or adverse remarks or disclaimers made byStatutory Auditor of the Company in audit report.
2. Secretarial 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 2020. TheSecretarial Audit Report is appended as Annexure VII to this Report.
There are no qualifications reservations or adverse remarks or disclaimers made bySecretarial Auditor of the Company in secretarial audit report.
Maintenance of cost records and Cost Audit as specified by the Central Government underSection 148(1) of the Act is not required by the Company.
23. 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)of Act and Rules framed thereunder.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34(2) read with Schedule V of the Listing Regulations Management andDiscussion and Analysis Report is provided in a separate section and forms an integralpart of this Annual Report.
25. BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report as per Regulation 34 (2) 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. CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection on corporate
governance practices followed by the Company together with a certificate from thepracticing Company Secretary confirming compliance with the conditions of CorporateGovernance forms an integral part of this Annual Report.
27 AUDIT COMMITTEE OF THE COMPANY
The Audit Committee of the Company comprises of the following Directors:
|1 Mr. Ravinder Kumar Jain ||- Chairman |
| ||- Independent Director |
|2 Mr. Chetan Desai ||- Non-Executive |
| ||- Non Independent Director |
|3 Mr. Rajesh Jaggi ||- Independent Director |
|4 Dr. Vrajesh Udani ||- Independent Director |
The composition of the Audit Committee is in compliance with the requirements ofSection 177 of the Act Regulation 18 of the Listing Regulations as amended from time totime and guidance note issued by Stock Exchanges.
28. PARTICULARS OF EMPLOYEES
A statement comprising the names of top 10 employees in terms of remuneration drawn andevery persons employed throughout the year who were in receipt of remuneration in termsof Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is not being sent alongwith this annual report to the members of the Companyin line with the provisions of Section 136 of the Act. Members who are interested inobtaining these particulars may write email to the Company Secretary firstname.lastname@example.org.
The disclosures in terms of the provisions of Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are provided in Annexure VIII to this Report.
29. EMPLOYEES STOCK OPTION SCHEME AND EMPLOYEES STOCK APPRECIATION RIGHTS PLAN
As required 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 disclosures relating to DELTA CORP ESOS2009 and Delta Employees Stock Appreciation Rights Plan 2019 are given in Annexure IX tothis Report.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
The Company has complied with the provisions relating to constitution of InternalComplaints Committee and has Anti-Sexual Harassment policy pursuant to the provisions ofThe Sexual Harassment of Woman at Workplace (Prevention Prohibition & Redressal) Act2013. The Company did not receive any such complaints during the financial year 2019-20.
31. 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.
Your Directors express their sincere appreciation for the co-operation received fromshareholders bankers and other business constituents during the year under review. YourDirectors also wish to place on record their deep sense of appreciation for the commitmentdisplayed by all executives officers and staff resulting in the successful performanceof the Company during the year.
Due to COVID-19 pandemic and the consequent lock down announced by the Government ofIndia the operations of the Company have been suspended since the third week of March2020. The Government has also been announcing phased lifting of lock down and the generalexpectations are that normality could be gradually restored during the financial yearending 31st March 2021. The management has also evaluated the possible impactof this pandemic on the business operations and the financial position of the Company andbased on its initial assessment of the current indicators of the future economicconditions believes that there is no significant impact on the financial results of theCompany as at and for the year ended 31st March 2020. In view of the outbreakof the pandemic the Company undertook timely and essential measures to ensure the safetyand wellbeing of all its employees at all its locations. The Company observed all thegovernment advisories and guidelines thoroughly and in good faith.
|For and on behalf of the Board of Directors |
| ||Jaydev Mody |
|Place: Mumbai ||Chairman |
|Date: 14th July 2020 ||DIN:00234797 |