Dalal Street Investments Ltd Directors Report.

To,

The Members,

Your Directors present their 43nd Annual Report and the Audited Financial Statements of DALAL STREET INVESTMENTS LIMITED (‘the Company) for the Financial Year ended 31st March, 2020.

REGISTERED OFFICE

During the year under review, your Company is currently having its registered office at 301, Chintamani Apartment, 1478, Sadashiv Peth, Pune-411030, Maharashtra.

FINANCIAL RESULTS

The Companys financial performance for the year ended 31st March 2020 is summarized below: (Rs. in Lakhs)

Particulars Financial Results for the year ended as at
31st March, 2020 31st March, 2019
Revenue from Operations 19.55 15.21
Other Income 9.38 127.79
Total Expenses 23.31 162.19
Profit/(Loss) before tax & prior period expenses 5.62 (19.20)
Prior period expense (Net)/Exceptional Item - -
Profit/(Loss) Before Tax 5.62 (19.20)
Tax Expense (Net) 1.95 234.75
Profit /(Loss) After Tax and before 3.67 215.54
Share of Profit/(Loss) of Associates/
Joint Venture
Share of Profit/(Loss) of Associates/ Joint Venture - -
Net Profit /(Loss) After Tax 3.67 215.55
Other Comprehensive Income
Items that will not be reclassified subsequently to profit or loss - -
Items that will be reclassified subsequently to profit or loss (27.35) (37.98)
Total Comprehensive income, net of tax (27.35) (37.98)
Total Comprehensive Income for the year attributable to owners of the Company (23.68) 177.57
Earnings Per Share (Rs.)
Basic 1.17 68.41
Diluted 1.17 68.41

*Note: The above figures are extracted from the standalone financial statements as per Indian Accounting Standards (Ind AS). For the purpose of transition to Ind AS, the Company has followed the guidance prescribed in Ind AS 101, First-Time Adoption of Indian Accounting Standards, with April 1, 2017 as the transition date.

PERFORMANCE OF THE COMPANY

The Total Income for the financial year under review was Rs. 28.94 lakhs as against Rs. 143 lakhs for the previous financial year registering a decrease of Rs. 114.06 lakhs. The profit before tax was Rs. 5.62 lakhs and the profit after tax was Rs. 3.67 lakhs for the financial year under review as against (Rs. 19.20) lakhs and Rs. 215.55 lakhs respectively reported for the previous financial year. There were no material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of this Report.

DIVIDEND

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

TRANSFER TO RESERVES

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

OPEN OFFER UPDATES & STATUTORY THRESHOLD LIMITS

Your Directors intends to inform you that, post successful completion of the Open Offer, the Company vide requisite approvals from the members had noted Mr. Murzash Manekshana as the new promoter of the Company. Post induction of new promoter, erstwhile promoter/promoter group is required to be reclassified as Public Shareholders and hence the said process has been initiated and completed by the Company.

Post which, as per the Statutory Requirement to maintain the threshold limit of the Promoter and Promoter Group i.e. maximum up to 75% in the Company. Mr. Murzash Manekshana ("Being Seller") has submitted to BSE a copy of Offer for Sale (OFS) up to 16,264 equity shares representing 5.16% of the paid-up equity share capital of the Company, by way of Offer For Sale through the Stock Exchange Mechanism ("OFS") on September 17 & 18 2019 respectively, in accordance with the "Comprehensive Guidelines on Offer for Sale (OFS) of Shares by Promoters through the Stock Exchange Mechanism" issued by the Securities and Exchange Board of India.

The OFS was completed and with this the Promoter & Promoter Group all put together hold 75% equity share capital in the Company.

MAJOR EVENTS OCCURRED DURING THE YEAR

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT

There are 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 statements relate and the date of this report.

CHANGE IN NATURE OF BUSINESS

The Company has not undergone any change in the nature of business during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations.

SHARE CAPITAL

The present Authorized Share Capital of the Company is Rs. 2,00,00,000/- (Rupees Two Crores Only) divided into 20,00,000 (Twenty Lakhs) Equity Shares of Rs.10/- each. The Paid-up Equity Share Capital is Rs. 31,50,740/- (Rupees Thirty One Lakhs Fifty Thousand Seven Hundred and Forty only ) divided into 3,15,074 (Three Lakh Fifteen Thousand Seventy Four) Equity shares of Rs.10/- each) as at March 31, 2020.

SHIFTING OF REGISTERED OFFICE

For administrative and operational convenience, your Company is proposing to shift the registered office of the Company to Mumbai, which is currently situated at 301, Chintamani Apartment, 1478, Sadashiv Peth, Pune - 411030.

Further, as per the provisions of Section 12 & Section 13 of the Companies Act, 2013 ("the Act"), a special resolution is required to be passed if the registered office of a Company is shifted outside the local limits of any city, town or village and secondly consequent to the proposed change, clause II of the Memorandum of Association of the Company, hence the notice of Annual General Meeting covers the said item for obtaining the approval from the members of the Company.

NBFC LICENSE

The Company has been incorporated under the provisions of Indian Companies Act. Earlier the Company was registered as a Non-Banking Finance Company (NBFC) with Reserve Bank of India (RBI) but the same was cancelled and now the Company is in process of making the requisite application and submitting the documents under Type II with RBI. The Company continues to mainly undertake business activities of providing advisory services and undertaking investment and trading activities within the parameters of the regulations/statutes.

LISTING FEES

Equity Shares of your Company are listed on BSE Limited. Your Company has paid the required listing fees to Stock Exchange.

DEPOSITS

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

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required under the Listing Regulations forms an integral part of this report and is presented separately.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Non-Executive Directors and Independent Directors.

The complete list of Directors along with the KMPs of the Company has been provided as part of the Annual Report.

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every Annual General Meeting ("AGM"), not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Mrs. Geeta Manekshana, Non-Executive Director will retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment.

MANAGING DIRECTOR/DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the SEBI LODR Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from Director & Chief Financial Officer, for the Financial Year 2019-20 with regard to the Financial Statements and other matters. The said Certificate forms part of this Report.

Declaration by Independent Directors

All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/ her duties with an objective independent judgment and without any external influence.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors ("IDD") of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline. They have also confirmed that they will appear for the online proficiency test within a period of one year, wherever applicable. Further, there has been no change in the circumstances affecting their status as IDDs of the Company.

Declaration by the Company

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

CONSTITUTION OF COMMITTEES

AUDIT COMMITTEE:

The Audit Committee assists the Board in its responsibility of overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The terms of reference of Audit Committee cover the areas mentioned under Section 177 of the Companies Act, 2013. Pursuant to which, the details of composition, meetings and attendance of the Meetings of the Audit Committee are as under:-

Name Designation No. of Meetings
Held Attended
1 Mr. Umesh Gosar Chairman 4 4
2 Mr. Pranav Joshi Member 4 4
3 Mr. Murzash Manekshana Member 4 4

There have been no instances of non-acceptance of any recommendations of the Audit Committee 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 the existing industry practice and applicable laws. The policy has been displayed on the Companys website viz.www.dalalstreetinvestments.com.

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and quantum of compensation for directors and senior management based on their performance and defined assessment criteria. The Committee formulates the criteria for evaluation of the performance of Independent Directors & the Board of Directors; identifying the persons who are qualified to become directors, and who may be appointed in senior management and recommend to the Board their appointment and removal. The terms of the reference of Nomination and Remuneration Committee covers the areas mentioned under section 178 of the Companies Act, 2013.

Pursuant to which, the details of composition, meetings and attendance of the Meetings of the Nomination & Remuneration Committee are as under:

Name Designation No. of Meetings
Held Attended
1 Mr. Pranav Joshi Chairman 1 1
2 Mr. Umesh Gosar Member 1 1
3 Mr. Murzash Manekshana Member 1 1
4 Ms. Geeta Manekshana Member 1 1

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 certain financial instruments, which are measured at fair values, the provisions of the Act (to the 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 (‘the Act), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all Ind AS Standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

As required under clause (c) of sub-section (3) of Section 134 of Companies Act, 2013, Directors, to the best of their knowledge and belief, state that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) 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 of the Company for the year ended on that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(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 the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) 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.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the statutory auditors to report to the Audit Committee and/or Board under section 143(12) of the Act and rules framed thereunder.

MATERIAL SUBSIDIARY

There is no subsidiary of the Company.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year ended March 31, 2020, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31st March, 2020 as per Section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

PERFORMANCE EVALUATION OF THE DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance as well as of its Committees thereof and of the Directors individually.

FAMILIARIZTION/ ORIENTATION PROGRAMME FOR INDEPENDENT DIRECTORS

After the successful open offer completion and charge as taken by the new Board members, the Independent Directors attended a Familiarization/ Orientation Program as being inducted by the Board.

The Company had devised the detailed framework for the Familiarization Program and also approved the format of the formal letter of appointment as required to be given to the Independent Directors, outlining their role, function, duties and responsibilities.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a 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-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

(b) The Nomination & Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director/Whole-time Directors.

ii. Remuneration to Non-Executive/Independent Directors:

(a) The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of the Companies Act, 2013.

(b) All remuneration of the Non-Executive/Independent Directors (excluding remuneration for 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 rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee 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 also not be eligible to participate in any share based payment schemes of the Company.

(d) Any remuneration paid to Non-Executive/ Independent Directors for services rendered which are of professional nature shall not be considered as part of the remuneration for the 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 requisite qualification for the practice of that profession.

iii. Remuneration to Key Managerial Personnel:

(a) The remuneration to Key Managerial Personnel shall consist of fixed pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy.

(b) The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from time to time in accordance with the Companys Policy.

Remuneration paid to Non-Executive Directors and Executive Directors

No sitting fees were paid to non-executive non-independent Directors or independent Directors as they have waived their entitlement for the same.

Non-executive Directors of a companys Board of Directors add substantial value to the Company through their contribution to the Management of the Company. In addition they also play an appropriate control role. Even considering the valuable role of the Independent Directors of the Company, your company is in the process to finalized the sitting fees structure and shall update the members at large subject to regulatory approval and compliance(s) if any.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 5 (Five) 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
22/04/2019 4
24/05/2019 4
23/07/2019 4
05/11/2019 4
10/02/2020 4

COMPLIANCE WITH SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively. Implementation of corporate action During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

AUDIT COMMITTEE RECOMMENDATIONS

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

CORPORATE GOVERNANCE

Corporate Governance stipulated in SEBI(LODR) Regulations,2015 is not applicable to the Company as paid up Equity Share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last date of the previous financial year and the specific certificate to this effect has been obtained by the Company & kept on its records.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the Members at the 41st Annual General Meeting of the Company held on 26th September, 2018, had appointed Priti Mehta & Company, Chartered Accountants (with registration number 103429W) as the Statutory Auditor of the Company to hold office for a term of One year i.e., from the conclusion of the said Annual General Meeting until the conclusion of 42nd Annual General Meeting of the Company to be held in 2019.

In accordance with the provisions of Section 139 of Companies Act, 2013, M/s Priti Mehta

& Company, Chartered Accountants, Mumbai (Firm Registration No.103429W) were appointed as auditor for a period of 5 years till the Conclusion of 47nd Annual General Meeting, subject to ratification of their appointment by the shareholders, every year.

The Company has received confirmation from M/s Priti Mehta & Company, Chartered Accountants (with registration number 103429W) to the effect that their appointment/reappointment, if made, would be within the prescribed limits under Section-141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Ministry of Corporate Affairs vide its notification dated 7th May, 2018 has dispensed with the requirement of ratification of Auditors Appointment by the shareholders, every year. Hence the resolution relating to ratification of Auditors Appointment is not being included in the notice of Annual General Meeting.

There is no audit qualification, reservation or adverse remark for the year under review. The Auditors Report to the Members for the year under review is unmodified and does not contain any qualification. The Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act

INTERNAL AUDITOR

Internal Audit for the year ended March 31, 2020 was done by Praful Karia and Company and Internal Audit report at periodic intervals were placed before the Audit Committee.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder the Company has appointed Mr. Piyushkumar Parmar, Practising Company Secretaries bearing CP No. 11678 as secretarial auditors for the Company. The secretarial audit report for the Financial Year ended 31st March, 2020 is annexed to the Board Report. There were no qualifications, reservation or adverse remarks made except few observations as made in the secretarial audit report and the Company is in the process to submit the said e-form(s) MGT 14 before the ensuing Annual General Meeting of the Company, to comply the same.

SECRETARIAL COMPLIANCE REPORT

Your Companys paid-up equity share capital and networth, on last day of the previous year, i.e., on March 31, 2020 are below the threshold limits mentioned in the Regulation 15(2) of the SEBI LODR Regulations. Hence, the compliance w.r.t. to Regulation 24A, i.e., Secretarial Compliance Report is not applicable to the Company for the financial year under review.

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, the Company had formulated and adopted a Policy on Prevention of Sexual Harassment at Workplace. The Company has not received any complaint of sexual harassment during the year under review.

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 risks as also identify business opportunities. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the risk through a properly defined framework. During the year, no major risks were noticed, which may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013, the brief outline of the CSR Policy of your Company, composition of the Committee and report on initiatives undertaken by your Company on CSR activities during the year are set out in Report annexed, in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Directors have further approved the CSR policy of the Company to provide a guideline for CSR activities of the Company. Your Company was in the process of identifying worthwhile avenues for CSR expenditure during the year and in its absence, there was unspent and the company continues to remain committed towards undertaking CSR activities for the welfare of the society.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There is no information regarding loans, guarantees and investments as required under the provisions of Section 186 of the Companies Act, 2013 as the Company has not given any loans or provided any guarantees or securities or the investments made during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES

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. Related Party Disclosures under Accounting Standards mentioned in Note 29 to the Financial Statements. Hence, AOC -2 is not required to be attached to the said report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and KMPs/specified employees in the course of day to day business operations 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 in this Annual Report.

Code of Conduct for Prevention of Insider Trading as per Regulation 8(2) policy is available on the website of the Company.

PARTICULARS OF EMPLOYEES

The Company believes that the key to excellent business results is an excellent talent pool. People Management Practices in the Company continuously strive towards attracting, retaining and developing the best talent required for the business to grow. The Total number of employees of the Company as on March 31, 2020 stood at 3(three).

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism Policy/ Whistle Blower Policy to deal with instances of fraud and mismanagement, if any which provides formal mechanism to the directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. Staying true to our core values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and Stakeholder Responsibility. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern. The Policy on Vigil Mechanism/Whistle Blower Mechanism may be accessed through website of the Company viz. www.dalalstreetinvestments.com

PERFORMANCE OF JOINT VENTURE/CONSORTIUM

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

STATUTORY DISCLOSURES

There are no associate companies, hence the prescribed Form AOC-1 is not required to be attached to this Report. A Cash Flow Statement for the Financial Year 2019-20 is attached to the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company primarily working in the advisory and investment segment and not involved in any industrial or manufacturing activities, the Company has no particulars to report regarding conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013 and Rules made thereunder.

During the year under review, the Company did not have any foreign exchange earnings, or the foreign exchange outgo towards Business promotion, Advertisement expenses, Legal consultancy and Professional fees.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures which also covers adherence to the Companys Policies for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures. The Companys internal financial control system is commensurate with its size, scale and complexities of its operations.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE COMPANY

During the year under review, there were no significant or material orders passed by any Regulator, Court or Tribunal against the Company, which could impact its going concern status or operations.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include changes in the government regulations, tax regimes and economic developments within India or abroad.

ACKNOWLEDGEMENT& APPRECIATION

The Board sincerely thanks the Ministry of Corporate Affairs, Securities and Exchange Board of India, Reserve Bank of India, and various government agencies for their continued support, cooperation and advice.

The Board expresses sincere thanks to all its consultants, bankers, vendors, auditors, lawyers for their continued partnership and confidence in the Company. The Board members also wish to place on record their appreciation for the support and contribution made towards the Company and look forward for their support in future as well.

Further, the Board expresses its gratitude to you as Shareholders for the confidence reposed in the management of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS
FOR DALAL STREET INVESTMENTS LIMITED
MURZASH MANEKSHANA
PLACE: MUMBAI DIRECTOR
DATE : 22/07/2020 DIN: 00207311
GEETA MANEKSHANA
DIRECTOR
DIN : 03282077