| Dear Members:
The Directors have pleasure in presenting the 38th ANNUAL REPORT on
the business and operations of the Company and Audited Statement of
Accounts of the Company for the year ended 31st March, 2015.
1) FINANCIAL HIGHLIGHTS
During the year under review, performance of your company as under:
Particulars CURRENT YEAR PREVIOUS YEAR
RS. RS.
Profit/(Loss) for the year after (35,69,842) (9,65,681)
meeting all charges and
expenses but before provision
for taxation
Less: Provision for tax - --
Add: B/f (Loss) from previous (17,08,47,200) (16,98,81,518)
year
Less: Additional Depreciation (22,763) -
pursuant to enactment of
Schedule II of Companies Act
Add: Excess provision written - --
back
Available for appropriation (17,44,39,805) (17,08,47,200)
Proposed Dividend -- --
Corporate Dividend Tax -- --
Transfer to General Reserve -- --
Account to be carried forward (17,44,39,805) (17,08,47,200)
to next year
(17,44,39,805) (17,08,47,200)
2) DIVIDEND
In View of carried forward losses the Directors do not recommend the
payment of dividend on Equity Shares for the year ended 31st March,
2015.
3) CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business carried on during
the financial year under review.
4) DIRECTORS
The Board of Directors, in compliance with the section 149(1) of the
Companies Act,2013 Mr. Vijay Pandya appointed as an Additional Director
with effect from 13th November 2014.He shall hold office upto the date
of the forthcoming Annual General Meeting and is eligible for
appointment as a Independent Director. The Company has received a
notice in writing along with deposit pursuant to Section 160 of
Companies Act, 2013, proposing the appointment of Mr Vijay Pandya as
Independent Director of the company. Your Board has recommended the
appointment of Mr. Vijay Pandya as Independent Director not liable to
retire by rotation for a period of five consecutive years with effect
from the conclusion of this Annual General Meeting till the conclusion
of the 43rd Annual General Meeting of the Company to be held in the
calendar year 2020 not liable to retire by rotation.
Mr. Vikas Pavankumar, Director of the Company resigned from the Board
with effect from 11th August, 2014. Mr. Sudhir Shankar Bandiwadekar has
been appointed as an Addional Director of your company on 11th August,
2014 and regularized as a independent Director on 26th September,
2015.(AGM).
In accordance with the Provisions of Section-152 of the Companies Act,
2013 and the Company's Articles of Association Mrs. Rita Pavankumar,
Director retire by rotation of the forthcoming Annual General Meeting
and being eligible offer themselves for re-appointment.
5) DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(6) of the Companies Act, 2013, Independent
Directors of the company have made a declaration confirming the
compliance of the conditions of independence stipulated in the
aforesaid section.
6) DIRECTOR RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that-
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had 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 the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had 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;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) that the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
7) AUDITORS
The Auditors/s A.K.Nevatia & Associates, Chartered Accountants, were
re-appointed as the statutory Auditors of the company under Section 139
of the Companies Act,2013 to hold office for a period of three years
upto the conclusion of the 40th Annual General Meeting in 2017.They are
eligible for re-appointment for the financial year 2015-16.Your Board
recommends ratification of their appointment as the statutory Auditors
at the ensuing Annual General Meeting for a period upto the conclusion
of the 40th Annual General Meeting of the company.
The Company did not appoint any Internal Auditor for the period under
review. The Company proposes to get the Internal Audit done in the
Current year.
08) VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism/Whistleblower Policy for
the employees to report their genuine concerns or grievances and the
same has been uploaded on the website of the Company at
www.dalalstreetinvestments.com
The Audit Committee of the Company oversees the Vigil Mechanism.
09) NOMINATION AND REMUNERATION COMMITTEE
The Company has formed Nomination and Remuneration committee on 13th
November, 2014.
The Committee has formulated a Nomination and Remuneration Policy and
the same has been uploaded on the website of the Company at
www.dalalstreetinvestments.com
10) AUDIT COMMITTEE
The Board of Directors has constituted an Audit Committee on 13th
November, 2014 and empowered the committee to deal with all such
matters which it may consider appropriate to perform as audit committee
including items specified in Section 177(4) of the Companies Act, 2013
(as may be modified/amended from time to time) and such matters as may
be assigned from time to time by the Board of Directors.
The details of composition, meetings and attendance of the Meetings of
the Audit Committee are as under:-
S. Name Category Designation
No
1 Mr Vijay Pandya Independent Chairman
2 Mr Sudhir Bandiwadekar Independent Member
3 Mr Pavankumar Sanwarmal Non- Member
Executive
S. Name No. of Meetings
No Held Attended
1 Mr Vijay Pandya 1 1
2 Mr Sudhir Bandiwadekar 1 1
3 Mr Pavankumar Sanwarmal 1 1
There have been no instances of non acceptance of any recommendations
of the Audit Committee by the Board during the financial year under
review.
11) RISK MANAGEMENT
Business Risk Evaluation and Mangement is an ongoing process within the
Organization. The Company has a robust risk management framework to
indentify, monitor and minimize risks as also indentify as also
indentify business opportunities.
12) ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors of the Company has initiated and put in place
evaluation of its own performance, its committees and individual
directors. The result of the evaluation is satisfactory and adequate
and meets the requirement of the Company.
13) HOLDING/SUBSIDIARY/ASSOCIATES COMPANIES:
S.N0. Name And Address Of CIN/GLN Holding/Subsidiary/
The Company Associate
held
N.A. N.A. N.A. N.A.
S.N0. Name And Address Of % of Applicable
The Company shares Section
N.A. N.A. N.A. N.A.
14) PARTICULARS OF EMPLOYEES
None of the employees of the company received remuneration in excess of
the limit specified u/s Section 197 of the Companies Act, 2013 read
with Rule of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
15) PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY
There is no transaction with Related Party which requires disclosure
under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014.
16) LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY
Disclosure as required under section 186(4) of the Companies Act, 2013:
Particulars Amount(31 /03/2015)
1 Loan Given As per Note-8 to the
Financial Statements.
2 Investments made As per Note-7 to the
Financial Statements.
3 Guarantees Given Nil
The above disclosure was not applicable for the previous year.
17) PUBLIC DEPOSITS
Your Company has not invited any deposits from public / shareholders in
accordance with Section 73 and 74 of the Companies Act, 2013 for the
financial year ended on March 31,2015.
18) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, 7 Board meetings were held, details of
which are given below. The intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013.
Date of the meeting No. of Directors attended the meeting
29/05/2014 4
30/07/2014 4
11/08/2014 4
25/09/2014 4
13/11/2014 4
23/01/2015 4
30/03/2015 2
19) DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
S. Name of Directors Date of Date of Cessation
No Appointment
1. Mr Pavankumar Sanwarmal 20/10/1983 NA
2. Mrs Rita Pavankumar 29/10/1998 NA
3. Mr Vikas Pavankumar 29/11/2004 11/08/2014
4 Mr Sudhir Bandiwadekar 11/08/2014 NA
5 Mr Vijay Pandya 13/11/2014 NA
20) DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Conservation Of Energy
The particulars as required under the provisions of Section 134 of the
Companies Act, 2013 and as per Companies Accounts Rules 2015 in respect
of conservation of energy has not been furnished considering the nature
of activities undertaken by the company during the year under review.
Technology Absorption
Your company has not conducted any R & D activity.
Foreign Exchange Earnings and Outgo
Foreign Exchange Earning: - Nil.
Foreign Exchange Expenditure: - Nil
21) MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end
of the financial year of the Company to which the financial statement
relates and the date of the report.
22) SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company appointed Priyanka Agrawal,
Practising Company Secretary to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Auditor is annexed as Annexure
"A" to this Report.
The Secretarial Audit Report as annexed is self-explanatory and do not
call for any further comments.
23) EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9, as required under Section-92 of the Companies Act, 2013, in
included in this Report as Annexure- "B" and forms an integral part of
this Report.
24) INTERNAL FINANCIAL CONTROLS
The management has formed adequate system of internal financial
controls as required to meet its financial needs and meeting day to day
expenditure commensurate with nature and size of its business.
25) CORPORATE GOVERNANCE
Corporate Governance stipulated in Clause 49 of the Listing Agreement
is not applicable to the company as per SEBI Circular No:
CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014.
26) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed against the
Company by the regulators or courts or tribunals during FY 14-15
impacting the going concern status and Company's operations in future.
27) DISCLOSURES ABOUT CSR POLICY
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the provisions under Section 135 of the
Companies Act, 2013 read with Rules thereunder are not applicable to
the Company for the year under review. Thus, the Company has not made
any contribution towards Corporate Social Responsibility activities.
28) APPRECIATION
We wish to place on record our deep and sincere appreciation for the
contribution made by the workers, staff and executives to the
performance of the Company.
By order of the Board of Directors of
DALAL STREET INVESTMENTS LTD
Director Director
Sudhir Bandiwadekar Rita Pavankumar
Place:Mumbai
Date:07/08/2015.
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