Delta Corp Ltd Directors Report

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Delta Corp Ltd Share Price directors Report

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

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