TO THE SHAREHOLDERS
The Directors have pleasure in presenting the Twenty-Sixth (26th) Directors'''' Report of your Company along with the financial statements for the Financial Year ended 31st March, 2017.
1. operating results
Certain key aspects of your Company''''s performance during the Financial Year ended 31st March, 2017, as compared to the previous Financial Year are summarized below:
(Rs, in Lakhs)
Year Ended 31.03.2017
Year Ended 31.03.2016
Year Ended 31.03.2017
Year Ended 31.03.2016
Income for the year
Profit before Interest, Depreciation and Tax
Profit before Depreciation and Taxes
Depreciation & Amortisation
Provisions for Taxation
Minority Interest & Share of Profit from Associate & Joint Venture Company
Net Profit for the Current Year
Earlier Years Balance Brought forward
Net Profit available for Appropriation
Dividend on Equity Shares
Dividend Distribution Tax (Net)
Amount Transfered from Non Controlling Interest & Other Adjustment
Balance at the year end
Your Directors recommend for approval of the Members at the ensuing Annual General Meeting, dividend of Rs, 0.35/- per Equity Share (35%) of Rs, 1/- each, for the Financial Year ended 31st March, 2017 (previous year Rs, 0.20/- per Equity Share of nominal value of Rs, 1/- each). The dividend will be paid in compliance with the applicable Rules and Regulations.
3. SHARE CAPITAL
During the year, the Company has issued and allotted 9,60,000 Equity Shares of the Company to eligible employees on exercise of options granted under Employee Stock Option Scheme. Consequently, the issued, subscribed and paid-up capital of the Company has increased from 23,06,64,104 Equity Shares of Rs, 1/- each to 23,16,24,104 Equity Shares of Rs, 1 /- each.
4. OVERVIEW OF OPERATIONS
During the year under review, on a consolidated basis, your Company recorded a total income of Rs, 45,960.14 Lakhs as compared to last yearRs,s income of Rs, 38,215.07 Lakhs and net profit of Rs, 7,374.89 Lakhs as compared to last year''''s Net profit of Rs, 3,821.98 Lakhs. For further information, kindly refer to Management Discussion and Analysis Report, forming a part of this Annual Report.
5. 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 and Administration) Rules, 2014, is appended as Annexure I to this Annual Report.
6. NuMBER OF MEETINGS OF THE BOARD
The Board met Six (6) times in Financial Year 2016-17 viz., on 25th April, 2016, 01st August, 2016, 30th August, 2016, 25th October, 2016, 17th January, 2017 and 22nd March, 2017.
7. directors'''' responsibility STATEMENT
Your Directors hereby confirm that:
i. In the preparation of the annual accounts for Financial Year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2017 and of the profit of the Company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 31st March, 2017 on a ''''going concern'''' basis.
v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.
vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.
8. declaration by independent directors
The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Act, confirming that they meet the criteria of independence under Section 149(6) of the Act, and Regulation 16 (1)(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).
9. policy on directors'''' appointment and remuneration
The Policy of the Company on Directors'''' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act, and Regulation 19 of Listing Regulations is appended as Annexure II to this Annual Report.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with Companies (Meetings of Board and Its Powers) Rules, 2014 are given in the notes to the Financial Statements forming part of this Annual Report.
11. particulars OF contracts OR ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year 2016-17, your Company has entered into transactions with related parties as defined under section 2(76) of the Act, read with the Companies (Specification and Definitions Details), Rules, 2014 and Rules made there under, Regulation 23 of the Listing Regulations. During the Financial Year 2016-17, transactions with related parties which qualify as material transactions as per Listing Regulations are given in Form AOC - 2 of the Companies (Accounts) Rules, 2014 in Annexure iii to this Annual Report.
The details of related party transactions as required under IND AS-24 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.
The Policy on Related Party Transactions may be accessed on the Company''''s website at the link: http://www. deltacorp.in/pdf/related-party-transaction-policy.pdf.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
i) Qualified institutional placement
QIP Committee of the Board of Directors of the Company at its meeting held 18th May, 2017, has allotted 3,54,83,874 Equity Shares to eligible qualified institutional buyers at the issue price of '''' 155 per Equity Share, under the SEBI Regulations and Section 42 of the Act (including the rules made there under).
ii) Scheme of Amalgamation
In the matter of Scheme of Amalgamation of Gauss Networks Private Limited with Delta Corp Limited, the National Company Law Tribunal (NCLT), Mumbai Bench has passed the order on 08th June, 2017 sanctioning the Scheme of Amalgamation.
The Company has received the certified copy of the order on 04th July, 2017 and the same has been submitted to all the statutory authorities including BSE Limited, National Stock Exchange of India Limited and Registrar of Companies, Pune.
13. particulars regarding conservation of energy, technology absorption and foreign exchange EARNINGS AND OUTGO
The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is annexed to this Annual Report as Annexure IV.
14. BUSINESS RISK MANAGEMENT
The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.
The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''''s competitive advantage.
The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company''''s business.
15. corporate social responsibility
The Board has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. Your Company''''s Annual Report, on the CSR activities undertaken during the Financial Year ended 31st March, 2017, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed to this Annual Report as Annexure V.
16. VIGIL MECHANISM
The Company has adopted a Vigil Mechanism and Whistle Blower Policy for Directors and Employees in compliance with the provisions of Section 177(10) of the Act, and Regulation 22 of the Listing Regulations, to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is also available on the Company''''s website www.deltacorp.in.
17. annual evaluation of performance of the board
Pursuant to the provisions of the Act, and Regulation 19 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.
The Nomination, Remuneration and Compensation Committee has defined the evaluation criteria for the Board, its Committees and Directors.
The Board''''s functioning was evaluated after taking inputs from the Directors on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.
In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.
18. subsidiary companies
The Company as on 31st March, 2017, has 9 direct subsidiaries, 2 step down subsidiaries, 1 joint venture and 1 associate company. During the year under review Atled Technologies Private Limited, Caravela Casino Goa Private Limited and Delta Lifestyle and Entertainment Private Limited ceased to be subsidiaries of the Company. During the Financial Year 2016-17 under review Deltin Hotel & Resorts Private Limited has become the subsidiary of the company.
During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, the Company has prepared consolidated financial statements 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, associate and joint venture company as per the Act, is provided in the financial statement and hence not repeated here for the sake of brevity.
In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts 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 our Registered Office of the Company.
Further, the Company has 1 material non-listed Indian subsidiary as defined under Regulation 16(1)(c) of the Listing Regulations.
The Policy for determining material subsidiaries as approved may be accessed on the Company''''s website at the link: http://www.deltacorp.in/pdf/policy-for-determining-material-subsidiaries.pdf.
19. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT
The Company has neither accepted nor renewed any deposits during the Financial Year 2016-17 in terms of Chapter V of the Act.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators/Courts which would impact the 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 to financial statements.
The Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Act, to the extent applicable. These are in accordance with generally accepted accounting principles in India.
The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Statutory Auditors and Audit Committee.
The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''''s policies, safeguarding of Company''''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
22. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Section 152(6)(e) of the Act, Mr. Ashish Kapadia (DIN: 02011632), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The Board of Directors of the Company vide its resolution dated 22nd March, 2017 have appointed Mr. Chetan Desai (DIN: 0003595319) as an Additional Director of the Company in accordance with the provisions of Section 161 of the Act, and Rules made there under.
He holds the office as an Additional Director unto the date of the ensuing Annual General Meeting of the Company. The Company has received a notice from a member, proposing his appointment at the ensuing Annual General Meeting, as an Non- Executive Non Independent Director of the Company, in accordance with provisions of Section 149 and any other applicable provisions of the Act, and the Rules made there under, read with Schedule IV of the Act.
1. Statutory Auditor
The Board of Directors recommends ratification of appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No: 001076N/N500013) who were appointed as Statutory Auditors of the Company at last Annual General Meeting. M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No: 001076N/N500013), holds office from the conclusion of 25th Annual General Meeting till the conclusion of 30th Annual General Meeting of the Company subject to ratification of their appointment at every Annual General Meeting. The Board of Directors of the Company at its meeting held on 30th May, 2017 recommended to members of the Company ratification of appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No: 001076N/N500013) as the Statutory Auditors of the Company for Financial Year 2016-2017.
Your Company has received a letter from M/s. Walker Chandiok & Co. LLP Chartered Accountants (Firm Registration No: 001076N/N500013) to the effect that their re-appointment, if made, would be under the second and third proviso to Section 139 (1) of the Act, and that they are not disqualified within the meaning of Section 141 of the Act, read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.
There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in his audit report.
2. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company have appointed M/s. A. K. Jain & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2017. The Secretarial Audit Report is annexed as Annexure VI to this Annual Report.
There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor of the Company, in his secretarial audit report.
24. CORPORATE GOVERNANCE
Pursuant to Listing Regulations, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from Practicing Company Secretary, on compliance with the conditions of Corporate Governance as laid down, forms a part of this Annual Report.
25. business responsibility report
A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this report.
26. Audit Committee OF THE Company
The Company''''s Audit Committee comprises of the following Directors:
1. Mr. Ravinder Kumar Jain (Chairman);
2. Mr. Ashish Kapadia;
3. Mr. Rajesh Jaggi; and
4. Dr. Vrajesh Udani
The composition of the Audit Committee is in compliance with the requirements of Section 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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VII to this Annual Report.
28. employees stock option scheme
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 disclosure relating to DELTA CORP ESOS 2009 is given in Annexure Viii to this Annual Report.
Your Directors express their sincere appreciation for the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.
For and on behalf of the Board of Directors
Mumbai, 24th July, 2017
10, Kumar Place, 2408,
General Thimayya Road,
Pune - 411 001, Maharashtra.
Email ID : email@example.com
Website : www.deltacorp.in
Tel. No. : 91-22-40794700
Fax No. : 91-22-40794777