To the Shareholders
Your Directors have pleasure in presenting the Thirty-Second (32nd)
Directors Report of Delta Corp Limited ("the Company") along with the financial
statements for the financial year ended 31st March, 2023.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
Certain key aspects of your Companys performance during the Financial Year ended 31st
March, 2023 as compared to the previous financial year are summarised below:
|
|
|
|
(Rs. in Crores) |
| Particulars |
Standalone |
Consolidated |
|
Year Ended 31st March, 2023 |
Year Ended 31st March, 2022* |
Year Ended 31st March, 2023 |
Year Ended 31st March, 2022* |
| Income for the year |
626.07 |
378.00 |
1,067.16 |
654.21 |
| Profit before Interest, Depreciation and Tax |
302.62 |
154.00 |
396.73 |
167.73 |
| Finance Charges |
(2.98) |
(1.86) |
(9.61) |
(5.89) |
| Profit before Depreciation and Taxes |
299.64 |
152.14 |
387.12 |
161.84 |
| Depreciation & Amortisation |
(30.50) |
(31.00) |
(58.65) |
(56.08) |
| Provisions for Taxation/Deferred Tax |
(49.69) |
(30.63) |
(66.98) |
(29.76) |
| Exceptional Items |
(3.55) |
(13.54) |
- |
(7.78) |
| Minority Interest & Profit from Associate Company |
|
|
(0.12) |
(1.23) |
| Net Profit for the Current Year |
215.90 |
76.97 |
261.37 |
66.99 |
| Earlier Years Balance Brought forward |
487.74 |
518.31 |
546.72 |
498.44 |
| Net Profit available for Appropriation |
703.63 |
595.28 |
808.09 |
565.43 |
| Appropriation: |
|
|
|
|
| Dividend on Equity Shares |
(33.43) |
(26.68) |
(33.43) |
(26.68) |
| On account of Business Combination |
- |
(96.43) |
- |
- |
| Amount Transferred to Non-Controlling Interest & Other Adjustment |
|
|
|
(7.60) |
| Transfer from Share Option Outstanding Account |
2.26 |
4.26 |
2.26 |
4.26 |
| Transferred from other comprehensive Income |
|
11.31 |
|
11.31 |
| Balance carried to Balance Sheet |
672.47 |
487.74 |
776.92 |
546.72 |
‘Pursuant to the Scheme of Amalgamation (‘The Scheme) between Delta Corp
Limited ("the Company") ("Transferee Company") and Daman Hospitality
Private Limited and Daman Entertainment Private Limited ("Transferor
Companies"), approved by the respective shareholders and by the National Company Law
Tribunal, the financial figures have been restated accordingly.
The standalone gross revenue (including GST) from operations for financial year 2022-23
was Rs. 730.38 Crores (previous year: Rs. 441.81 Crores). The operating profit before tax
stood at Rs.269.14 Crores (previous year: Rs.121.14 Crores). The net profit after tax for
the year stood at Rs. 215.90 Crores against (previous year: Rs. 76.97 Crores).
The consolidated gross revenue (including GST and intragroup transactions) from
operations for financial year 2022-23 was Rs. 1,242.85 Crores (previous year: Rs. 749.40
Crores) the consolidated operating profit before tax stood (for continued operations) at
Rs. 328.47 Crores (previous year: Rs. 105.76 Crores). The consolidated profit after tax
stood at Rs. 261.37 Crores (previous year: Rs. 66.99 Crores).
2. DIVIDEND
Your Directors recommend final dividend of Rs. 1.25/- per equity share (i.e. 125%) of
face value of Rs. 1/- each, for the financial year ended 31st March, 2023, for
approval of the Members at the ensuing Annual General Meeting. For this purpose Friday, 7th
July, 2023 has been fixed as the Record Date for ascertaining entitlement for the payment
of final dividend.
Members are requested to note that pursuant to the provisions of the Finance Act, 2020,
the Company would be required to deduct tax at source (‘TDS) at the prescribed
rates.
In this regard, the Company will be sending an email communication to all the
Shareholders whose email addresses are registered with the Company/ Depositories and
physical letters to other shareholders explaining the process on withholding tax from
dividends paid to the shareholders at prescribed rates.
The Board of Directors of your Company has approved and adopted the dividend
distribution policy and dividends declared/recommended during the year are in accordance
with the said Policy.
The dividend distribution policy is available on the Companys website at
https://deltacorp.in/pdf/ dividend-Distribution-Policv.pdf.
3. SHARE CAPITAL
During the year, the issued, subscribed and paid- up capital of the Company has changed
from Rs. 26,72,57,532/- divided into 267257532 Equity Shares of Rs. 1/- each to Rs.
26,75,95,597/- divided into 267595597 Equity Shares of Rs. 1/- each on account of
allotment of equity shares under DELTACORP Employees Stock Option Scheme 2009 and Delta
Employees Stock Appreciation Rights Plan 2019 of the Company.
4. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013
("the Act") the Annual Return as on 31st March, 2023 is available on
the Companys website at https://deltacorp.in/pdf/annual- return/Annual-Return-2023.pdf
5. NUMBER OF MEETINGS OF THE BOARD
The Board met six (6) times during the financial year 2022-23. The particulars of
meetings held and attended by each Director are detailed in the Corporate Governance
Report, 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 31st
March, 2023, the applicable accounting standards have been followed and there are no
material departures;
ii. they 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 that period.
iii. they had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
iv. they had prepared the annual accounts on a Rs.going concern basis.
v. they had 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. they had devised proper systems to ensure compliance with provisions of all
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 Independence
as required under Section 149(7) of the Act and Regulation 25(8) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), confirming that they meet the criteria of
independence under Section 149(6) of the Act and Regulation 16( 1 )(b) of the Listing
Regulations as amended from time to time. The Independent Directors have also confirmed
that they have complied with the Companys Code of Business Conduct & Ethics.
In compliance with the rule 6(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, all the Independent Directors have registered themselves with the
Indian Institute of Corporate Affairs.
8. 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 I to this Report and is available on
the companys website at https://deltacorp.in/pdf/
Nomination-and-Renumeration-Policy.pdf
9. 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.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2022-23, your Company has entered into transactions with
related parties as defined under section 2(76) of the Act and Rules made thereunder and
Regulation 23 of the Listing Regulations. During the financial year 2022-23, the Company
has not entered into transactions with related parties which qualify as material
transactions as per the Listing Regulations. All transactions with related parties were
reviewed and approved by the Audit Committee were in compliance with the applicable
provisions of the Act and the Listing Regulations.
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 is available on the Companys website at:
https://deltacorp.in/pdf/ Related-Partv-Transaction-Policv1.pdf.
There are no transactions to be reported in Form AOC-2.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
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 the Report except as
mentioned below.
Scheme of Amalgamation
The Board of Directors of the Company at its meeting held on 11th April,
2022 have approved a Scheme of Amalgamation of Daman Entertainment Private Limited and
Daman Hospitality Private Limited with the Company and their respective shareholders under
Section 230 to 232 and other applicable provisions of the Act ("Scheme"). The
Appointed Date as per the Scheme was 1st April, 2022. National Company Law
Tribunal, Mumbai vide its order dated 29th September, 2022 and National Company
Law Tribunal, Ahmedabad vide its order dated 30th November, 2022 and have
approved the Scheme.
Change of Registrar and Share Transfer Agent of the Company
The Board of Directors of the Company at its meeting held on 17th March,
2023 have approved the appointment of Purva Sharegistry (India) Private Limited having
registered office at 9 Shiv Shakti Industrial Estate, J R Boricha Marg, Lower Parel (E),
Mumbai-400 011 as Registrar and Share Transfer Agent in place of the existing Share
Transfer Agent, Freedom Registry Limited.
12. 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 appended as Annexure II to this Report.
13. 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 Companys competitive advantage. The Composition of the
Committee is in compliance with Regulation 21 of the Listing Regulations.
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
Companys business.
14. CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors of the Company has constituted a Corporate Social Responsibility
(CSR) Committee in accordance with Section 135 of the Act and rules framed thereunder. The
brief outline of the CSR policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year under review are set out in Annexure III of
this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. The CSR policy is available on the Companys website at http://www.
deltacorp.in/pdf/Corporate-Social-Responsibility- Policy-and-Composition.pdf.
15. VIGIL MECHANISM
The Company has adopted 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. During the year no
personnel of the Company was denied access to the Audit Committee. The said policy is also
available on the Companys website at https://deltacorp.in/pdf/
whistle-blower-policv.pdf.
16. 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 ("NRC Committee") has
defined the evaluation criteria for the Board, its Committees and Directors.
The Boards 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 NRC 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.
17 SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year, the Board of Directors reviewed the affairs of the subsidiaries. In
accordance with Section 129(3) of the Act and Listing Regulations, the Company has
prepared consolidated financial statements of the Company and all its subsidiaries and
associates which form part of the Annual Report. A statement containing the performance
and financial position of the subsidiaries and associate companies of the Company as
required under Rule 5 of the Companies (Accounts) Rules, 2014 is provided as Annexure-A
(AOC-1) 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 Companys website www.deltacorp.in.
The policy for determining material subsidiaries as approved is available on the
Companys website at http://www.deltacorp.in/pdf/policy-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 year
2022-23 in terms of Chapter V of the Act.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
AFFECTING THE GOING CONCERN STATUS OF THE COMPANY
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.
20. 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 Indian
Accounting Standards notified under Section 133 and other applicable provisions, if any,
of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015.
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 Companys policies, safeguarding of Companys 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.
21. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Section 152(6) (e) of the Act, Mr. Ashish
Kapadia, (DIN:02011632) will retire by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for reappointment.
22. AUDITORS
1. Statutory Auditor
M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No:
001076N/ N500013), were re-appointed as Statutory Auditors of the Company for second term
at the 30th Annual General Meeting till the conclusion of the 35th
Annual General Meeting.
The Statutory Auditors have given a confirmation to the effect that they are eligible
to continue with their re-appointment and that they have not been disqualified in any
manner from continuing as Statutory Auditors.
There are no qualifications, reservations or adverse remarks or disclaimers made by
Statutory Auditor of the Company, in 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, 2023. The
Secretarial Audit Report is appended as Annexure IV to this Report.
There are no qualifications, reservations or adverse remarks or disclaimers made by
Secretarial Auditor of the Company, in secretarial audit report.
As per the requirements of the Listing Regulations, Secretarial Auditors of the
unlisted material subsidiaries of the Company have undertaken secretarial audit of such
subsidiaries for financial year ended 31st March, 2023. The Secretarial Audit
Reports of such unlisted material subsidiaries viz. Deltatech Gaming Limited and
Highstreet Cruises and Entertainment Private Limited is appended as Annexure V & VI
and available on companys website at https://deltacorp.in/
material-subsidiaries-financial-year-2022-23. html.
23. REPORTING OF FRAUDS
There were no instances 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.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34(2) read with Schedule V of the Listing Regulations, Management
Discussion and Analysis Report is provided in a separate section and form an integral part
of this Annual Report.
25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")
The Company endeavors to cater to the needs of the communities it operates in thereby
creating maximum value for the society along with conducting its business in a way that
creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of
the Listing Regulations, the Business Responsibility & Sustainability Report depicting
initiatives taken by the Company from an environmental, social and governance perspective
which has been assured by "Pozhat Sustainable Solutions" (Pozhat), forms part of
this Annual Report.
26. CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate
section on corporate governance practices followed by the Company, together with a
certificate from the Practicing Company Secretary confirming compliance with the
conditions of Corporate Governance forms an integral part of this Annual Report.
27. AUDIT COMMITTEE OF THE COMPANY
The composition of the Audit Committee is in compliance with the requirements of
Section 177 of the Act, Regulation 18 of the Listing Regulations as amended from time to
time and guidance note issued by Stock Exchanges. The details of the composition of the
Audit Committee are detailed in the Corporate Governance Report, which forms part of this
Report.
28. PARTICULARS OF EMPLOYEES
Details of top ten employees in terms of the remuneration and employees in receipt of
remuneration as required under the provisions of section 197(12) of the Act, read with
rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, which form part of the Directors Report, will be made available
to any shareholder on request, as per provisions of section 136 of the said Act. Members
who are interested in obtaining these particulars may write email to the Company Secretary
on secretarial@deltin.com
The disclosures in terms of the provisions of 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 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 ESOS
2009 and Delta Employees Stock Appreciation Rights Plan 2019 are given in Annexure VIII
to this Report.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has complied with the provisions relating to constitution of Internal
Complaints Committee and has Anti-Sexual Harassment policy pursuant to the provisions of
the Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act
2013. There are no complaints received during the year.
31. COMPLIANCE OF THE SECRETARIAL STANDARDS
During the financial year, the Company has complied with the applicable Secretarial
Standards as issued by the Institute of the Company Secretaries of India.
32. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
There are no applications made or any proceeding pending against the Company under
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
33. 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 and rules made thereunder are not applicable for
the business activities carried out by the Company.
34. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no instances of one time settlement during the financial year.
35. TRANSFER OF UNCLAIMED/ UNPAID AMOUNTS AND SHARES TO THE INVESTOR EDUCATION AND
PROTECTION FUND
In accordance with the provisions of the Section 124 and 125 of the Act, read with
Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended ("IEPF Rules"), the dividends, unclaimed for a period of
seven years from the date of transfer to the Unpaid Dividend Account of the Company are
liable to be transferred to the IEPF.
The IEPF Rules mandate Companies to transfer shares of Members whose dividends remain
unpaid/ unclaimed for a continuous period of seven years to the demat account of IEPF
Authority. The Members whose dividend/shares are transferred to the IEPF Authority can
claim their shares/dividend from the Authority. In accordance with the said IEPF Rules and
its amendments, the Company had sent notices to all the Shareholders whose shares were due
to be transferred to the IEPF Authority and simultaneously published newspaper
advertisement.
The company has appointed a Nodal Officer under the provisions of IEPF, the details of
which are available on the website of the Company at www.deltacorp.in.
The Company has uploaded the details of unpaid and unclaimed amounts lying with the
Company on the Companys website www.deltacorp.in and on the website of the
Ministry of Corporate Affairs www.iepf.gov.in
36. ACKNOWLEDGEMENTS
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, for better performance of the Company
during the year.
| For and on behalf of the Board of Directors |
|
|
Jaydev Mody |
| Place: Mumbai |
Chairman |
| Date: 20th June, 2023 |
DIN:00234797 |
+91-9892691696
