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Directors Report of Finolex Cables Ltd.

Mar 31, 2023

Your Board of Directors have pleasure in presenting the 55th Annual Report and Audited Financial Statements of the Company for the Financial Year ended 31st March, 2023.

FINANCIAL RESULTS

The summarized financial results for the year are as under:

Particulars

(Rs. in Crores)

Standalone Consolidated

2022-23

2021-22

2022-23

2021-22

INCOME

Revenue From Operations (Net)

4481.1

3768.1

4481.1

3768.1

Other Income

198.1

151.8

117.7

71.5

Total

4679.2

3919.9

4598.8

3839.6

EXPENDITURE

Material Costs

3544.5

2966.3

3544.5

2966.3

Employee Benefit Expenses

162.7

146.1

162.7

146.1

Finance Costs

1.2

1.5

1.2

1.5

Depreciation, Amortization and impairment

46.4

38.8

46.4

38.8

Other Expenses

278.4

240.6

264.6

227.3

Total

4033.2

3393.3

4019.4

3380.0

Profit Before Tax

646.0

526.6

579.4

459.6

Share of Net Profits of an Associate and Joint Ventures accounted for using equity Method

69.9

327.0

Profit Before Tax

646.0

526.6

649.3

786.6

Tax Expenses:

Current Tax

145.0

127.9

145.0

127.9

Deferred Tax

(0.7)

(5.9)

0.1

59.6

Total Tax

144.3

122.0

145.1

187.5

Profit After Tax

501.7

404.6

504.2

599.1

Total Other Comprehensive Income/(Expenses) For the year

35.9

(7.4)

35.8

(7.4)

Total Comprehensive Income for the year

537.6

397.2

540

591.7

ECONOMIC REVIEW Global Economy

The global economy is witnessing signs of resilience in 2023

after the sharp economic slowdown in 2022. The slowdown is expected to be less pronounced in 2023 than previously

anticipated. However, higher inflation, tighter monetary conditions, and the Russia- Ukraine war continue to impact the global economy. Further, the banking crisis in March 2023 and a debt-ceiling crisis in the United States have raised concerns over fragile global economic conditions and an impending recession. However, key factors such as the rebounding of China''s economy, the gradual unwinding of supply chains, and the recent decline in energy and food prices indicate the

improvement in economic activity and sentiment in 2023. Moreover, inflation is projected to decline from 8.7% in 2022 to 7.0% in 2023 and 4.9% in 2024.

As per International Monetary Fund (IMF), global GDP growth is projected to decline from 3.4% in 2022 to 2.8% in 2023 and rise to 3.0% in 2024. Growth across Advanced Economies (AEs) is expected to decline from 2.7% in 2022 to 1.3% in 2023 before rising to 1.4% in 2024. Emerging and Developing Economies (EMDEs) fared better and grew at 4.0% in 2022 and are expected to grow at 3.9% in 2023 and 4.2% in 2024. Asia- Pacific will be the most dynamic of the world''s major regions in 2023, with China and India leading the growth.

Source: IMF World Economic Outlook, April 2023 Indian Economy

India continues to be among the fastest growing economies

in the world. India''s recovery from the pandemic has been remarkable. The Indian economy continues to show strong resilience to external shocks and persistent inflation. The accelerated pace of economic reforms has led to strong and sustainable growth and strengthened the position of the Indian economy in the world. India''s GDP growth is estimated at 7% in FY 2022-23 as against 9.1% in FY 2021-22. Despite the weak external demand, the merchandise exports registered healthy growth. Further, increasing disposable income will stimulate consumption and boost the demand for goods and services across industries.

As per the International Monetary Fund (IMF), the Indian

economy is expected to advance steadily at 5.9% in FY 2023-24 before rising to 6.3% in FY 2024-25. The economic growth is primarily driven by robust domestic consumption, improvement in capacity utilization, and private investments on the back of the government''s growth-enhancing policies such as production-linked incentives (PLI) scheme, ''Make in India'' and ''Atmanirbhar Bharat'', increased allocation for infrastructure and logistics development and affordable housing among others. Further, the government is focused on the core and emerging sectors to enhance the ease of doing business to make India a global manufacturing hub. With multiple growth levers in place, the Indian economy is poised to reach US$ 5 trillion mark by FY 2026-27.

Source: IMF World Economic Outlook, April 2023; National

Statistical Office

Performance of the Company

Your Company registered total revenue of Rs. 4,481.1 crore in FY 2022-23 as against Rs. 3,768.1 crore in the previous year,

registering a 19 % YoY growth in value terms. While part of the growth resulted from commodity price increases, volume growth came in due to higher activity levels in Real Estate, Automobile and Communication sectors.

The segment-wise revenue growth was:

Electrical Cables by 15.4%

Communication Cables by 52.5%

Other products segment registered a growth of 10.8%

For more details, please refer to the Management Discussion and Analysis (MDA), forming part of this Report in "Annexure A", inter-alia, which deals adequately with the operations as well as the current and future outlook of the Company.


Exports

Exports stood at Rs. 39.9 crores as against Rs. 27.6 in the previous year, with geographies in focus being the Middle

East and Eastern Africa. With increasing focus and better market coverage, it is expected that exports will play a bigger role in the revenue pool over the years to come.

Finance (Credit Rating)

The short-term debt programs of your Company continue

to be rated by CRISIL. Since the last several years, these have been accorded the highest ratings that CRISIL issues (A1 ). CRISIL has also rated your Company''s long term debt offerings at AA /stable. During the year, no debt papers were issued. As on the date of this report, your Company continues to remain debt free.

Financial costs have been contained to the minimum required levels. The Company continues to meet all its financial commitments in a timely manner.

Dividend

Based on the Company''s performance, the Directors are pleased to recommend a Dividend of Rs. 7.00 Per equity

share i.e., 350 % of the face value of Rs. 2 each, for approval of the members at the ensuing Annual General Meeting. The total dividend outgo would involve a cash outflow of Rs. 107.1 Crores.

In compliance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regualtions,2015

("SEBI Listing Regulations,2015") the Company has formulated Dividend Distribution Policy and the same is available on the Company''s website at https://finolex.com/wD-content/ uploads/2017/04/Dividend-Distribution-Policv.pdf

Transfer to Reserves

The Company has not transferred any amount to the reserves during the current financial year.

Fixed Deposits

During the year, your Company has not invited, accepted or

renewed any fixed deposits from the public and accordingly, there is no principal or interest outstanding in respect thereof.

Change in Nature of Business

There has been no change in the nature of business of the

Company during the year under review.

Expansion

As reported in the previous year, your Company had

committed a capex of Rs.500 crore over 18 months for enhancing manufacturing capabilities at Urse and Goa.

During the year, Electrical Wire capacity was enhanced at both Urse and Goa. Factory buildings for the E-Beam facility and additional OFC lines are nearing completion and will be populated with equipment soon thereafter - it is expected

that both these facilities would be operational by March 2024.

Joint Ventures, Subsidiaries and Associates:

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014,

the statement containing salient features of the financial statements of the Company''s Joint Ventures / Associates (in form AOC-1) is attached to this Report as "Annexure G".

The Company does not have any subsidiaries.

Corning Finolex Optical Fiber Private Limited

Winding up formalities in respect of this JV are in progress and are awaiting final regulatory clearances. These are expected by end of Q2 for the Financial Year 2023-24.

Finolex J-Power Systems Limited

During the year, the JV made significant strides towards

achieving profitability - the JV bagged several orders during the year and has an order backlog of approximately Rs. 260 Cr going into the financial year 2023-24. Based on current trends, it is expected that the JV will be able to breakeven as well as become profitable going forward; during the year your Company infused Rs. 10.8 Crores as equity in the JV and the Company''s total participation in the JV remains at Rs. 231.3 Crores at the end of FY 2022-23.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014 are provided in the "Annexure F" to this Report.

In terms of provisions of Section 197(12) of Companies

Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules are provided in the "Annexure F1" to this Report.

Key Managerial Personnel

The following persons continued as Key Managerial Personnel during the Financial Year 2022-23.

Name

Title

Mr. Deepak Chhabria

Executive Chairman

Mr. Mahesh Viswanathan

Chief Financial Officer

*Mr. R. G. D''Silva

Company Secretary & President (Legal)

**Mr. Siddhesh Mandke

Company Secretary & General Manger (Legal)

*Mr. R.G. D''Silva, Company Secretary of the Company retired from service on 03rd April, 2023.

**Mr. Siddhesh Mandke is appointed as Company Secretary with effect from 4th April, 2023.

Human Resources

The Company engaged approximately 1546 and 1589 permanent employees as at 31st March, 2023 and 2022, respectively. The number of flexible (contractual, trainee

and temporary) employees as at 31st March, 2023 was 1608, compared to 1588 as of 31st March 2022.

Corporate Governance

The Company has always and responsibly followed the corporate governance guidelines and best practices sincerely. As a responsibility and service to all its shareholders, the Company promptly discloses timely and accurate information regarding its operations and performance, as well as the leadership and governance of the Company. Your Company is in full compliance with the Corporate Governance guidelines as set out in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and is committed to good corporate governance. Accordingly, all Directors and Senior Management employees confirm in writing their adherence to the Company''s Code of Conduct.

A separate report on Corporate Governance ("Annexure B") is provided together with a Certificate from the Secretarial Auditors of the Company regarding compliance with

conditions of Corporate Governance as "Annexure C", as mandated under SEBI LODR Regulations, 2015. There are no qualifications, reservations or adverse remarks or disclaimers made by the auditor in their report.

Corporate Social Responsibility (CSR)

Your Company strives to provide best products and services not only to its customers, employees and shareholders, but

also to the society as a whole. Your Company commits itself to utmost care and help for sections of the society in need of such a hand and this is visible through the CSR initiatives undertaken by the Company. Your Company undertakes such CSR related activities which promote women empowerment, better health management, sanitation, education and poverty alleviation.

Annual Report on CSR, forming part of this Report, inter-aiia, provides the details of all CSR activities during the year under review and other related information is given as an "Annexure I" to this Report.

The Company''s Policy on CSR as approved by the Board is also available on the website of the Company at https://finoiex. com/wD-content/uDioads/2023/03/CSR-Poiicv.Ddf.

Management Discussion and Analysis Report (MDAR)

Management Discussion and Analysis Report for the financial year under review, as stipulated under regulation 34 (2) (e) of SEBI Listing Regulations, 2015 is presented in a separate section forming part of this Annual Report.

Business Responsibility and Sustainability Report:

Business Responsibility and Sustainability Report for the financial year under review, as stipulated under regulation 34 (2) (f) of SEBI Listing Regulations, 2015 is presented in a separate section forming part of this Annual Report as Annexure J.

Environmental, Social and Governance (ESG):

Recognizing its role as a responsible corporate citizen, the Company is keenly aware of its environmental and societal obligations. For more information on our ESG initiatives, please refer to the Business Responsibility and Sustainability Report (BRSR) Annexure J and the Corporate Governance Report Annexure B.

Directors:

The Board of Directors of the Company comprises of 6 (Six) Directors out of which 3 (Three) Directors are appointed as Independent Directors, 2 (Two) Directors are appointed as

Whole Time Directors out of which 1 is Executive Chairman and 1 (One) Director is appointed as a Non Independent Non-Executive Director.

• The Shareholders have, at the 54th Annual General Meeting held on 28th September, 2022, approved the appointment of Mr. Sriraman Raghuraman (DIN 00228061), Mr Zubin Billimoria (DIN 07144644) and Mrs Vanessa Singh (DIN 09342022) as Independent Directors of the Company for a period of 5 (Five) years with effect from 30th September, 2021.

• At the same meeting, the Shareholders have also confirmed the appointment of Mr Nikhil Naik (DIN 00202779) as Non Independent Non-Executive Director, liable to retire by rotation with effect from

30th September, 2021.

• Mr. Ratnakar Barve (DIN 09341821) was appointed as an Additional Director of the Company in the category of Executive Director with effect from 30th September, 2021. The Shareholders at the 54th Annual General Meeting held on 28th September, 2022 have approved his appointment as an Executive Director of the Company with effect from 30th September, 2021.

• Mr. Shishir Desai (DIN 01453410) and Mr. Aakash Gupta (DIN 00533766) were appointed as Additional Director in the category of Non-Executive Directors with effect from 01st October, 2022. However, they resigned due to other commitments and ceased to be the Directors with effect from 30th December, 2022.

The Board places on record its sincere appreciation towards the contribution made by them during their tenure as directors of the Company.

Mr. Nikhil Manohar Naik (DIN 00202779) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. A resolution proposing his reappointment, for the consideration and due approval of the Members at the ensuing AGM is included in the notice convening the AGM.

Mr. Deepak Chhabria (DIN 01403799) Executive Chairman completed his current term of office on 30th June 2023. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its meeting of 29th June 2023, approved his re-appointment for a further period of five years effective 1 st July 2023. The terms and conditions of his re-appointment are being put up to the Members for their approval at the ensuing AGM. Accordingly, suitable resolution which appears in the Notice of the ensuing AGM has been proposed for the consideration and due approval of Members.

Compliance under the Companies Act, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules of 2014, your Company

has complied with the requirements. The details of such compliances are enumerated below:

• Web link to the Annual Return: Pursuant to Section

92 (3) of the Act and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the annual return is available on the website of the Company at httDs://finolex.com/wD-content/uDloads/2023/02/

Annual-Return-2021-22.pdf

• Number of meetings of the Board: The Board met on 9 (Nine) occasions during the year. The details of the meetings are furnished in the Report on Corporate Governance which is attached as "Annexure B" to this Report.

• Directors'' Responsibility Statement: Pursuant to

Sections 134(3)(c) and134(5) of the Companies Act, 2013, (the "Act"), the Directors, to the best of their

knowledge and belief and according to the information and explanations provided to them, confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

- the Directors have selected such accounting

policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

- the Directors have 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.

- the Directors have prepared the annual accounts

on a going concern basis.

- the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and;

- the Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

• Declaration By Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Act, that he/she meets the criteria of Independence laid down under Section 149(6) of the Act and Regulation 25 of the SEBI Listing Regulations, 2015.

• Nomination and Remuneration Policy:

The Board of Directors have framed the policy which lays down a framework in relation to Appointment and Remuneration of Directors, Key Managerial Personnel of the Company including the criteria for determining qualifications, selection and appointment. Further details are provided in the Corporate Governance Report which is attached as "Annexure B" to this Report.

The Nomination and Remuneration Policy is available on the website of the Company at https://finolex. com/wD-content/uDloads/2023/08/Nomination-and-Remuneration-Policv.pdf.

• Board Evaluation:

Pursuant to the relevant provisions of Companies Act, 2013, the Independent Directors at their

meeting dated 15th March 2023 without the participation of the non-independent directors and Management, considered and evaluated the Board''s performance, performance of the Chairman and other non-independent directors. The evaluation was performed taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed its satisfaction with the evaluation process.

• Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013:

During the year, the Company has given corporate guarantee to the extent of Rs. 106.8 Cr to Axis Bank,

in respect of loans availed by Finolex J-Power Systems Limited - please refer Note no. 32 A III (b) of Standalone Financial Statements which form part of the Notes to the financial statements provided in the Annual Report.

As mentioned elsewhere, an amount of Rs. 10.8 Crores

was infused as equity investment in the Finolex J-Power Systems Limited.

• Particulars of Contracts or arrangements with related parties:

All transactions entered into by the Company with related parties were in the ordinary course of business and on an arm''s length basis. Each of these transactions was reviewed by the Audit Committee prior to being entered into and where necessary, was approved by the Board of Directors and the Members. In respect of transactions of a repetitive nature, an omnibus approval was obtained from the Audit Committee. The Company

has not entered into material transactions during the Financial Year 2022-23. At every quarterly meeting, the Audit Committee reviews the transactions that were entered into during the immediately preceding quarter. Details of related party transactions have been disclosed under Note 35A to the financial statements. Details of the same are also reproduced in Form AOC-2 which is attached as an “Annexure H" to this Report.

The Company''s Policy on transactions with related parties as approved by the Board is also available on the website of the Company at httosV/finolex. com/wD-content/uploads/2023/03/Related-Darty-

transactions-policv.pdf.

• Material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2023 and date of this 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 the Report.

• Significant and material orders passed by the regulators or Court or Tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company or the Company''s operations in the future.

• Adequacy of Internal Financial Controls with reference to the Financial Statements:

Having regard to Rule 8 (5) (viii) of the Companies (Accounts) Rules, 2014, the details in respect of

adequacy of internal financial controls with reference to the financial statements of the Company are as follows:

Your Company maintains appropriate systems of internal control including monitoring procedures. These internal

control systems ensure reliable and accurate financial reporting, safeguarding of assets, keeping constant check on cost structure and adhering to management policies. The internal controls are commensurate with the size, scale and complexity of the Company''s operations and facilitate timely detection of any irregularities and early remedial steps against factors such as loss from unauthorized use and disposition. The Company policies, guidelines and procedures provide for adequate checks and balances which are meant to ensure that all transactions are authorized, recorded and reported correctly. The internal controls

are continuously assessed and improved / modified to meet the changes in business conditions, statutory and

accounting requirements

Constant monitoring of the effectiveness of controls is ensured by periodical audits performed by an in-house internal audit team as well as assignments entrusted to M/s. Ernst & Young. Both these teams in their respective assignments, test and review controls, challenge business processes for their robustness and benchmark practices in line with industry norms.

The Audit Committee regularly meets and reviews

the results of the various internal control audits both with the Auditors as well as with the respective Auditees. The Audit Committee is apprised of the findings as well as the corrective actions that are taken. Periodical meetings between the Audit Committee and the Company Management also ensure the necessary checks and balances that may need to be built into the control system.

• Risk Management Policy:

Your Company has set up a Risk Management Committee of the Board of Directors which comprises Mr. Zubin Bilimoria-Chairman, Mr. Deepak Chhabria, Mrs. Vanessa Singh, Mr. Ratnakar Brave and Mr. Mahesh Viswanathan being other members of the Committee. More details of the risks faced by the Company are available in the Management Discussion and Analysis (MDA), attached as "Annexure A" to this Report. The Risk Management policy is available at the Company''s website at httDs://fino[ex.com/wD-content/uD[oads/2023/03/ Risk-Manaoement-Po^icv.Ddf

• Vigil Mechanism / Whistle Blower Policy:

As required under Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings

of Boards and its Powers) 2014 and Regulation 22 of the SEBI Listing Regulations 2015, the Company has

adopted a policy on vigil mechanism / whistle blower. The policy provides direct access to the Chairman of the Audit Committee, in case any employee should choose to report or bring up a complaint. Your Company

affirms that no one has been denied access to the Chairman of the Audit Committee. There were no complaints received during the year. Brief details about the policy are provided in the Corporate Governance Report which is attached as an "Annexure B" to this Report. The Whistle Blower policy is available at the Company''s website at https://finolex.com/wp-content/ uploads/2023/08/Whistle-Blower-Policv.Ddf

• Prevention of Sexual Harassment Policy:

The Company has in place a policy on prevention of sexual harassment in line with the requirements of the

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal

Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Sr.

No

Particulars

Status

1

No of Complaints received in the year

0

2

No of Complaints disposed-off in the year

NA

3

Cases pending for more than 90 days

NA

4

No. of workshops / awareness programs conducted

2

5

Nature of action by employer or district officer, if any

NA

Statutory Audit-

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm

Registration No.1 17366W /W100018) were appointed as Statutory Auditor of the Company at the 54th Annual General Meeting (AGM) of the Members held on 28th September, 2022 pursuant to Sections 139 to 144 of the Companies Act, 2013 and Rules 3 to 6 of the Companies (Audit And Auditors) Rules, 2014, for a term of 5 (Five) years to hold office from the conclusion of the 54th (Fifty- Fourth) AGM, till the conclusion of the 59th (Fifty- Ninth) Annual General Meeting to be held in the financial year 2027-28.

Further as required under the provisions of Section 139

and Section 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, the said Auditors have confirmed their consent as well as eligibility to continue to

act as Auditor of the Company.

Statutory Auditors'' Report

There are no qualifications, reservations or adverse remarks made by M/s. Deloitte Haskins & Sells LLP (Firm Registration No.1 17366W/W100018), Statutory Auditors, in their report for the Financial Year ended on 31st March, 2023. The Notes on Financial Statement referred to in the Auditors'' Report are self-explanatory. Pursuant to the provisions of Section 143 (12) of the Act, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

Cost Audit

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read

with Companies (Cost Records and Audit) Rules of 2014 as amended from time to time, your Company has been carrying out an audit of cost records every year. At the previous

Annual General Meeting, the members had approved the appointment of M/s. Joshi Apte & Associates as Cost Auditors, for the Financial Year 2022-23, at a remuneration of Rs. 6 lakh plus GST, as applicable and reimbursement of out of pocket expenses.

Secretarial Audit

In accordance with the provisions of Section 204 of the

Companies Act, 2013 and the Rules made there under, M/s Jog Limaye & Associates, a firm of Company Secretaries in practice, was appointed by the Board to conduct the Secretarial Audit of the Company for the Financial Year 2022-23.

Their Report dated 24th May 2023 is attached as an “Annexure D" to this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October, 2017. Your Company is in compliance with the said secretarial standards.

Listing of Securities

Your Company''s equity shares are listed on the two premier stock exchanges of the country namely BSE Limited and

National Stock Exchange of India Limited. Your Company had issued Global Depository Receipts which are listed on the Luxembourg Stock Exchange. Your Company has not issued any Non-Convertible Debentures ("NCDs") in

Financial Year 2022-23 and no NCDs were outstanding as on 31st March 2023.

General

1. During the year, there were no transaction requiring

disclosure or reporting in respect of matters relating to:

a) Details relating to deposits covered under Chapter V of the Act;

b) Issue of equity shares with differential rights as to

Dividend, voting or otherwise;

c) Issue of shares (Including Sweat equity shares) to

employees of the Company under any scheme, save and except Employee Stock Options Schemes

referred to in this Report;

d) Raising of funds through preferential allotment or qualified institutions placement;

e) Pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016

2. A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year - The Board of Directors is of the opinion that the Independent Non-Executive Directors are of integrity and possess the requisite expertise and experience (including the proficiency).

3. No Company has become ceased or ceased to be a subsidiary or associate or joint venture company of the Company during the year.

4. Cash flow statement for the Financial Year March 2023 is attached to the Balance sheet.

5. The Company has duly constituted the following mandatory committees in terms of the provisions of the Act & SEBI Listing Regulations, 2015 read with rules

framed thereunder viz.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholder''s Relationship Committee

iv. Corporate Social Responsibility

v. Risk Management Committee

The Composition of all above Committees, number of meeting held during the year review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report.

All recommendations made by the Committees were

accepted by the Board.

Conservation of Energy, Technology Absorption,

Foreign Exchange Earnings and Outgo and Research and Development

Information on conservation of energy, technology absorption, foreign exchange earnings & outgo and the Research and Development activities carried out by the Company as required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this Report as an "Annexure E".

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, T ransfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid

or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of

India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend which are not subject to any legal requirements has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. The Company has transferred 17,606 shares on which dividends were unclaimed for seven consecutive years as per the requirements of the IEPF Rules. Mr. Mahesh Viswanathan is appointed as a nodal officer of the company and his details are provided on https://finolex.com/.

The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting

an online application in Form No. I EPF-5 available on the website www.iepf.aov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form No. IEPF-5. No claims

shall lie against the Company in respect of the dividend / shares so transferred.

However, pursuant to Section 124 (5) of the Act, the unpaid dividend that will be due for transfer to the IEPF are as follows:

Type and year of dividend declared/paid

Date of declaration of dividend

% of dividend to face value

Unclaimed dividend amount as on 31st March, 2023

Due for transfer to IEPF

Dividend 2015-16

8th September, 2016

125%

38,06,578.00

15th October, 2023

Dividend 2016-17

28th September, 2017

150%

36,13,755.00

3rd November, 2024

Dividend 2017-18

25th September, 2018

200%

47,54,500.00

31st October, 2025

Dividend 2018-19

18th September, 2019

225%

51,39,329.00

24th October, 2026

Dividend 2019-20

29th September, 2020

275%

41,20,362.50

4th November, 2027

Dividend 2020-21

29th September, 2021

275%

45,30,417.50

4th November, 2028

Dividend 2021-22

28th September, 2022

300%

38,47,056.00

3rd November, 2029

Disclosure of Agreements in terms of Regulation 30 A (2) of SEBI Listing Regulations, 2015

The details of agreements entered in to by the promoters of the listed entity whose purpose and effect is to impact the management or control of the listed entity that subsist as on the date as date of notification i.e. 13th July 2023 of clause 5A to para A of part A of schedule III of SEBI Listing Regulations, 2015 including their salient features are given in an "Annexure K"

The link to the webpage where the complete details of such agreements are available: https://finolex.com/wp-content/ uDloads/2023/08/Listino-Qblioations-and-Disclosure-

Requirements-2023.pdf

Cautionary Statement

Statements in this Boards'' Report and Annexure may contain forward looking statements within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied. Various factors including commodity prices, cyclical demand, changes in Government regulations, tax laws, general economic development could all have a bearing on the Company''s operations and would impact eventual results.

Details of Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)

Your Company neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy

Code, 2016 during the year.

The 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

Your Company has not obtained any one-time settlement of loan from the Banks or Financial Institutions.

Acknowledgements

The Company''s Directors are grateful to the Central and State Governments, Statutory Authorities, Local Bodies, Banks and Financial institutions for their continued support and cooperation. Your Directors warmly acknowledge the trust and confidence reposed in your Company by its channel partners, dealers, customers and construction organizations in supporting its business activities and growth. Your Directors express their gratitude to the other business associates for their unstinting support. Your Directors value the commitment and contribution of the employees towards the Company. Last but not the least; your Directors are thankful to the Members for extending their constant trust and for the confidence shown in the Company.

For and on behalf of the Board of Directors Finolex Cables Limited

Place: Pune Deepak Chhabria

Date: 12th August, 2023 Executive Chairman


Mar 31, 2022

Your Board of Directors have pleasure in presenting the 54th Annual Report and Audited Accounts of the Company for the Financial Year ended March 31, 2022.

Financial Results

The summarized financial results for the year are as under:

PARTICULARS

(Rs. in Crores)

standalone consolidated

2021-22

2020-21

2021-22

2020-21

INCOME

Revenue From Operations (Net)

3768.1

2768.1

3768.1

2768.1

Other Income

151.8

77.0

71.5

77.0

Total

3919.9

2845.1

3839.6

2845.1

expenditure

Material Costs

2,966.3

2,051.4

2,966.3

2,051.4

Employee Benefit Expenses

146.1

137.9

146.1

137.9

Finance Costs

1.5

0.8

1.5

0.8

Depreciation, Amortization and impairment

38.8

39.0

38.8

39.0

Other Expenses

240.6

224.0

227.3

208.6

Total

3,393.3

2,453.0

3380.0

2,437.7

Profit Before Tax

526.6

392.1

459.6

407.5

Share of Net Profits of an Associate and Joint Ventures accounted for using equity Method

-

-

327.0

223.4

Profit Before Tax

526.6

392.1

786.6

630.9

Tax Expenses:

Current Tax

127.9

112.6

127.9

112.6

Deferred Tax

(5.9)

(3.4)

59.6

56.8

Total Tax

122.0

109.2

187.5

169.4

Profit After Tax

404.6

282.9

599.1

461.5

Total Other Comprehensive Income/(Expenses) For the year

(7.4)

33.3

(7.4)

33.5

Total Comprehensive Income for the year

397.2

316.2

591.7

494.9

Economic Review

Global Economy

After the pandemic-related disruptions and deep recession in 2020, the global economy was seen recovering in the year 2021. However, the emergence of newer Covid variants and the Russia-Ukraine crisis led to extensive loss of lives and derailed the economic recovery. Global growth is projected to decline from 6.1% in 2021 to 3.6% in 2022 and 2023. Moreover, at the end of 2021, inflation in several regions surged to multi-decadal highs. A key driver of inflation across

the world has been the steep surge in energy, food, and commodity prices.

Growth across Advanced Economies (AEs) is expected to moderate to 3.3% in 2022 from 5.2% in 2021. Rising inflation and gradual withdrawal of fiscal and monetary policy support have been dragging growth in the United States (US). The rebound that was underway in Europe has suffered a setback due to the Russia-Ukraine conflict with inflation at unpredictable levels. Emerging Markets and Developing

Economies (EMDEs) are expected to record a growth of 3.8% as against 6.8% growth registered in 2021. Developments in

China continue to dominate the outlook for Asia, especially for emerging Asia. The risk of new COVID-19 variants and consequent lockdowns in China has led to mobility restrictions, supply chain disruptions, and subdued consumption. Central banks worldwide have started tightening their stances in the second half of 2021 in response to adverse macroeconomic conditions, including rising inflationary pressures.

Source: IMF World Economic Outlook April 2022 Indian Economy

India''s underlying economic fundamentals remain strong and despite the short-term turbulences caused by the emergence of newer variants, supply-chain disruptions arising out of the Russia-Ukraine crisis, and rising inflation, the impact on the long-term outlook will be marginal. The results of growthenhancing policies and schemes such as production-linked incentives and increased infrastructure spending will start kicking in from 2023, leading to a stronger multiplier effect on jobs and income, higher productivity and efficiency —all leading to accelerated economic growth. As per International Monetary Fund (IMF), India''s Gross Domestic Product (GDP) grew by 8.7% in FY 2021-22, and growth is expected at 8.2% in FY 2022-23. The ongoing vaccination drives, restart of investment cycle with significant spending on infrastructure, emphasis on manufacturing and stronger digitisation and continued recovery in consumption, accentuated by work-from-home along with rising rural incomes and affordability will drive significant growth in the Indian economy.

Huge government funding in public infrastructure, thrust on

railway infrastructure, higher allocation towards affordable housing - are all expected to encourage growth and attract private investments through a strong multiplier effect in the industry. However, supply-side bottlenecks persist with elevated commodity costs and oil prices. The availability of budgetary space to ramp up capital spending, advantages from supply-side reforms, and continued export growth will stimulate growth in FY 2022-23.

Source: IMF World Economic Outlook April 2022 Performance of the Company

Finolex registered total revenue of Rs 3768.1 crore in FY

2021-22 as against Rs 2,768.1 crore in the previous year, registering a 36.1 % YoY growth in value terms. While part of the growth resulted from commodity price increases, volume growth came in due to support from various reforms undertaken by the government, such as significant increase in capital expenditure on infrastructure, thrust on domestic manufacturing and technology-enabled development, and recovery in consumer demand among others.

The segment-wise revenue growth was:

Electrical Cables by 38.2%

Communication Cables by 18.1%

Other products segment registered a growth of 55.2%

For more details, please refer to the Management Discussion and Analysis (MDA), forming part of this Report in Annexure A,

inter-alia, which deals adequately with the operations as well as the current and future outlook of the Company.

Exports:

Exports stood at Rs 27.6 crores as against Rs 30.9 in the previous year, reflecting lower economic growth in the export markets for your Company''s products as well as supply chain issues still being faced on shipping availability etc.

Finance

The short-term debt programs of your Company continue to

be rated by CRISIL. Since the last few years, these have been accorded the highest ratings that CRISIL issues (A1 ). CRISIL has also rated your Company''s long term debt offerings at AA /stable . During the year, no debt papers were issued. As on the date of this report, your Company continues to remain debt free.

Financial costs have been contained to the minimum required levels. The Company continues to meet all its financial commitments in a timely manner.

Dividend

Based on the Company''s performance, the Directors are pleased to recommend a Dividend of Rs. 6.00 per equity share i.e., 300 % of the face value of Rs. 2 each, for approval of the members at the ensuing Annual General Meeting.

The total dividend outgo would involve a cash outflow of Rs. 91.77 Crores.

As required by the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the

Company has formulated and adopted a dividend distribution policy which is available on the Company''s website www. finolex.com

Transfer to Reserves

The Company has not transferred any amount to the reserves during the current financial year.

Fixed Deposits

During the year under review, the Company has not accepted any deposit covered under Chapter V of the Companies Act, 2013

Change in Nature of Business

There is no change in the nature of business of the Company

during the year under review.

Expansion

As reported in the previous year, your Company had committed a capex of Rs.200 crore over 18 months for

enhancing manufacturing capabilities at Urse and Goa. This capex is directed towards enhancing production capabilities to meet the requirements of the Construction , Solar Power and the Automotive industries, bringing in-house certain value additions which were outsourced earlier and further expansion of the Optic Fiber line. Expansion work is in progress and certain lines will go on stream in Q2 of 2022-23.

Joint Ventures, Subsidiaries and Associates

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014,

the statement containing salient features of the financial statements of the Company''s Joint Ventures / Associates (in form AOC-1) is attached to this Report as Annexure G.

The Company does not have any investments in subsidiaries.

Corning Finolex Optical Fiber Private Limited

As reported during the year, your Company and the JV partner M/S Corning France SAS, have reached an agreement to wind up the JV in view of the fact that the purpose for which the JV had been originally formed had been achieved and that the relationship between the partners had reached a level of maturity that a JV structure was not felt necessary any longer. Consequently, the JV has applied for voluntary liquidation and the process of winding up has commenced. It is expected that subject to regulatory approvals, this process would be completed by December 2022 at which point in time the available surplus with the JV would be distributed.

Finolex J-Power Systems Limited

The Government has been vocal and visual with its progressive outlook towards the infrastructure development initiatives such as smart cities, economic corridors, logistics park, housing projects, metros etc., and power infrastructure plays

an imminent role in such development. With the increasing number of tenders for High Voltage (HV) and Extra High Voltage (EHV) power transmission lines, the JV foresees great potential for growth.

Based on its performance and outreach, it is expected that the JV will be able to break even as well as become profitable going forward; however, it would need financial support through Equity infusion in the short term. There was no

capital infusion during the year and the Company''s total participation in the JV remains at Rs. 220.5 Crores at the end of FY 2021-22.

The JV''s long-term potential and outlook indeed seem strong, but in the short term, it has been facing net-worth erosion and therefore your Company has recognized a diminution in the value of its investment of Rs. 9.8 Crores during the year

under review. The Company however is confident that the JV will be turning cash positive in the coming years.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure F to this Report.

In terms of provisions of Section 197(12) of Companies

Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annexure F to this Report.

Key Managerial Personnel

The following persons continued as Key Managerial Personnel during the year 2021-22.

Name

Title

Mr. D K Chhabria

Executive Chairman

Mr. Ratnakar Barve

Executive Director

Mr. Mahesh Viswanathan

Chief Financial Officer

Mr. R G D''Silva

Company Secretary & President (Legal)

Human Resources

The Company engaged approximately 1589 and 1649 permanent employees as at 31st March, 2022 and 2021, respectively. The number of flexible (contractual, trainee and temporary) employees as at 31st March, 2022 was 1413.

Corporate Governance

The Company has always and responsibly followed the

corporate governance guidelines and best practices sincerely. As a responsibility and service to all its shareholders, the Company promptly discloses timely and accurate information regarding its operations and performance, as well as the leadership and governance of the Company. Your Company is in full compliance with the Corporate Governance guidelines as set out in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and is committed to good corporate governance. Accordingly, all Directors and Senior Management employees confirm in writing their adherence to the Company''s Code of Conduct.

A separate report on Corporate Governance (Annexure B) is provided together with a Certificate from the Statutory/

Secretarial Auditors of the Company regarding compliance with conditions of Corporate Governance as Annexure C, as mandated under SEBI LODR Regulations, 2015. There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditor in their report.

Corporate Social Responsibility

Your Company strives to provide best products and services not only to its customers, employees, shareholders and society as a whole. Your Company commits itself to utmost

care and help for sections of the society in need of such a hand and this is visible through the CSR initiatives undertaken by the Company.

During 2021-22, The Company undertook the following CSR

activities:

• Donation to Agricultural Development Trust, Pune

• Donation to Maharaja Jagat Singh Medical Relief Society

• Donation to ABMM Maheshwari Relief Foundation -Mumbai

• Donation to IIME - International Institute of Management & Entrepreneurship - Jaipur

• Free OPD Medical centre in Khandala, Pune through Sadhu Vaswani Mission

• Project for helping Diabetic and needy children

• Medical Ambulance for below poverty line people

• Helping children of farmer who had committed suicide

due to droughts through Snehawan

• Others

Annexure ''I'' - Annual Report on CSR, forming part of this

Report, inter-alia, provides the details of all CSR activities during the year under review and other related information.

Directors

1. The current Board of Directors of the Company comprises 6 (Six) Directors, of which 3 (Three) Directors

are Additional Directors appointed as Independent Directors, 2 (Two) Directors are Additional Directors appointed as Non-Independent Directors and 1 (One) Director is the Executive Chairman of the Company. In terms of Section 152 of Companies Act, 2013 (the "Act") read with applicable provisions of the Articles of Association ("AoA") of the Company, Independent Directors and Directors who are appointed as Chairman, Executive Chairman or Managing Director of the Company are not liable to retire by rotation. Further, the offices of Additional Directors appointed by the Board of Directors are valid upto ensuing AGM and their

appointment as Directors is subject to the approval of Members of the Company in the said AGM. Therefore, there is no Director who is liable to retire by rotation in

this AGM.

2. Mr. Padmanabh Barpande, Mr. Avinash Khare, Mrs. Firoza Kapadia, Mr. Prasad Deshpande and Mr. Sunil Upmanyu, Directors had offered themselves for appointment at the AGM held on 29th September, 2021 but even though the majority of numbers of shareholders voted in favour of the said resolutions, two major Corporate Shareholders voted contrary to the mandate in their constitutional documents/concluded contractual commitments and voted against the resolutions at the said AGM. The clarification in this regard is given under point no. 2.1 in Corporate Governance Report at Annexure B.

3. The following Directors on the Board of Directors of the

Company (the "Board") namely: Mr Ratnakar P Barve, Executive Director - Operations, Mr Zubin F Billimoria, Independent Director, Mr Sriraman Raghuraman, Independent Director, Mrs Vanessa Singh, Independent Women Director and Mr Nikhil M Naik, Non Independent Non-Executive Director hold office with effect from 30th September, 2021 upto the date of the ensuing AGM of the Company. The respective resolutions proposing the appointment of each of these five Directors has, pursuant to the recommendation of the Nomination and Remuneration Committee been duly approved and recommended by the Board for consideration and due approval of the Members at ensuing AGM and is included in the Notice issued for ensuing AGM.

The requisite details regarding their appointment are set out in the Notice for the ensuing AGM.

Compliance Under the Companies Act, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules of 2014, your Company

complied with the requirements. The details of such compliances are enumerated below:

• Web link to the Annual Return: The Annual Return of the Company is available at the Company''s website at www.finolex.com

• Number of meetings of the Board: The Board met on Six (6) occasions during the year. The details of the meetings are furnished in the Report on Corporate Governance which is attached as Annexure B to this

Report.

• Directors'' Responsibility Statement: Pursuant to

Sections 134(3)(c) and 134 (5) of the Companies Act, 2013, (the "Act"), the Directors, to the best of their

knowledge and belief and according to the information and explanations provided to them, confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

- the Directors have selected such accounting

policies and applied them consistently and made judgements 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

- the Directors have 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

- the Directors have prepared the annual accounts on a going concern basis;

- the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

- the Directors have devised proper systems to ensure compliance with the provisions of ail

applicable laws and that such systems were adequate and operating effectively.

• Remuneration and Nomination Policy: The Board of Directors has framed the policy which lays down a framework in relation to Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Executives of the Company including the criteria for determining qualifications, selection and appointment. Further details are provided in the Corporate Governance Report which is attached as Annexure B to this Report.

• Board Evaluation: Pursuant to the relevant provisions of Companies Act, 2013, the Independent Directors

at their meeting dated 29th March, 2022 without the participation of the non-independent directors and Management, considered and evaluated the Board''s performance, performance of the Chairman and other non-independent directors. The evaluation was performed taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed its satisfaction with the evaluation process.

• Particulars of loans, guarantees or investments under section 186 of The Companies Act, 2013: During the

year, no further equity investment in the Company''s

JV - M/s Finolex J-Power Systems Limited.

• Contracts or arrangements with related parties: All

transactions entered into by the Company with related parties were in the ordinary course of business and on an arm''s length basis. Each of these transactions was reviewed by the Audit Committee prior to being entered into and where necessary, was approved by the Board of Directors and the Members. In respect of transactions of a repetitive nature, an omnibus approval was obtained from the Audit Committee and Members where necessary. At every quarterly meeting, the Audit Committee reviews the transactions that were entered into during the immediately preceding period. Details of related party transactions have been disclosed under Note 35 and Note 35A to the financial statements. Details of the same are also reproduced in Form AOC 2 which is attached as Annexure H to this Report. The Company''s Policy on transactions with related parties as approved by the Board is also available on the website of the Company at www.finolex.com.

• Material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2022 and (date of this report):

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (31st March, 2022) and date of this Report (28th May, 2022)

• Significant and material orders passed by the regulators or Court or Tribunals impacting the going concern status of the Company: There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company or the Company''s operations in the future.

• Adequacy of Internal Financial Controls with reference to the Financial Statements: Having regard to Rule

8 (5) (viii) of the Companies (Accounts) Rules, 2014, the details in respect of adequacy of internal financial controls with reference to the financial statements of

the Company are as follows:

• Your Company maintains appropriate systems of internal control including monitoring procedures. These internal control systems ensure reliable and accurate financial

reporting, safeguarding of assets, keeping constant check on cost structure and adhering to management policies. The internal controls are commensurate

with the size, scale and complexity of the Company''s operations and facilitate timely detection of any irregularities and early remedial steps against factors such as loss from unauthorized use and disposition. Company policies, guidelines and procedures provide for adequate checks and balances which are meant to ensure that all transactions are authorized, recorded and reported correctly. The internal controls are continuously assessed and improved / modified to meet changes in business conditions, statutory and accounting requirements

• Constant monitoring of the effectiveness of controls is ensured by periodical audits performed by an in-house internal audit team as well as assignments entrusted to M/S Ernst & Young. Both these teams in their respective assignments, test and review controls, challenge business processes for their robustness and benchmark practices in line with industry norms.

• The Audit Committee regularly meets and reviews the results of the various internal control audits both with

the Auditors as well as with the respective Auditees. The Audit Committee is apprised of the findings as

well as the corrective actions that are taken. Periodical meetings between the Audit Committee and the Company Management also ensure the necessary checks and balances that may need to be built into the control system.

• Risk Management Policy: Your Company has set up a

Risk Management Committee of the Board of Directors which comprises Mr. Zubin Bilimoria, Mr. D. K. Chhabria,

Mr. Mahesh Viswanathan, Mrs. Vanessa Singh and Mr. Ratnakar Barve. More details of the risks faced by the Company are available in the Management Discussion and Analysis (MDA), attached as Annexure ''A'' to this Report.

• Vigil Mechanism / Whistle Blower Policy: As required

under Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Boards and its Powers) Rules, 2014 and Regulation 22 of the SEBI

LODR Regulations, the Company has adopted a policy on vigil mechanism / whistle blower. The policy provides direct access to the Chairman of the Audit Committee in case any employee should choose to report or bring up

a complaint. Your Company affirms that no one has been denied access to the Chairman of the Audit Committee and also that no complaints were received during the year. Brief details about the policy are provided in the Corporate Governance Report which is attached as

Annexure B to this Report. Also, the policy is available at the Company''s website at www.finolex.com.

• Prevention of Sexual Harassment Policy: The Company has in place a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment

of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee

has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, Two complaints were received.

Auditors

M/s Deloitte Haskins & Sells LLP, Chartered Accountants will complete their present term on conclusion of the Fifty Fourth Annual General Meeting of the Company. The Auditors'' Report does not contain any qualification, reservation, adverse

remark or disclaimer. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The Audit Committee and the Board has recommended the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants as Auditors of the Company, for a period of five consecutive years from the conclusion of Fifty Fourth Annual General Meeting till the conclusion of Fifty Ninth Annual General Meeting of the Company.

Further as required under the provisions of Section 139

and Section 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, the said Auditors have confirmed their consent as well as eligibility to continue to

act as Auditor of the Company.

Necessary resolution is being placed before the Members for

approval.

Cost Audit

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) rules of 2014 as

amended from time to time, your Company has been carrying out an audit of cost records every year. At the previous

Annual General Meeting, the members had approved the appointment of M/S Joshi Apte & Associates as Cost Auditors, for the financial year 2021-22, at a remuneration of Rs. 5.5 lakh plus GST, as applicable, and reimbursement of out of pocket expenses. Their work will commence shortly and their report would be filed with MCA on or before the due date.

The Cost Audit Report for the financial year 2020-21 was filed prior to its due date.

Secretarial Audit

In accordance with the provisions of Section 204 of the Companies Act, 2013, and the Rules made there under, M/s Jog Limaye & Associates, a firm of Company Secretaries in practice, was appointed by the Board to conduct the Secretarial Audit of the Company.

Their Report dated 21.05.2022 is attached as Annexure D to this report

Secretarial Standards

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October, 2017. Your Company is in compliance with the said secretarial standards.

Listing of Securities

Your Company''s equity shares are listed on the two premier stock exchanges of the country namely BSE Limited and National Stock Exchange of India Limited. Your Company had issued Global Depository Receipts which are listed on the Luxembourg Stock Exchange. Your Company has not issued any Non-Convertible Debentures ("NCDs") in financial year 2021-22 and no NCDs were outstanding as on 31st March 2022.

Energy, Technology & Foreign Exchange

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3)(m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 is attached to this Report as Annexure E.

Investor Education And Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit,

Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of

India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend which are not subject to any legal requirements has not been paid or

claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred 44,995 shares on which dividends were unclaimed for seven consecutive years as per the requirements of the IEPF Rules. The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in web Form No. I EPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend / shares so transferred.

Cautionary Statement

Statements in this Boards'' Report and Annexure may contain forward looking statements within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied. Various factors including commodity prices, cyclical demand, changes in Government regulations, tax laws, general economic development could all have a bearing on the Company''s operations and would impact eventual results.

Acknowledgements

The Company''s Directors are grateful to the Central and State Governments, Statutory Authorities, Local Bodies, Banks and Financial institutions for their continued support and cooperation. Your Directors warmly acknowledge the trust and confidence reposed in your Company by its channel partners, dealers, customers and construction organizations in supporting its business activities and growth. Your Directors express their gratitude to the other business associates for their unstinting support. Your Directors value the commitment and contribution of the employees towards the Company. Last but not the least, your Directors are thankful to the Members for extending their constant trust and for the confidence shown in the Company.

For and on behalf of the Board of Directors

Place: Pune D. K. Chhabria

Date: 28th May, 2022 Executive Chairman


Mar 31, 2022

Your Directors have pleasure in presenting the Thirty- First (31st) Directors’ Report of your Company along with the financial statements for the Financial Year ended 31st March, 2022.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Certain key aspects of your Company’s performance during the Financial Year ended 31st March, 2022 as compared to the previous Financial Year are summarised below:

('' in Crores)

Particulars

Standalone

Consolidated

Year Ended 31st March 2022

Year Ended 31st March 2021

Year Ended 31st March 2022

Year Ended 31st March 2021

Income for the year

376.50

228.51

654.21

454.33

Profit before Interest, Depreciation and Tax

140.66

57.43

167.73

48.48

Finance Charges

(1.86)

(0.86)

(5.89)

(5.44)

Profit before Depreciation and Taxes

138.81

56.57

161.84

43.04

Depreciation & Amortisation

(17.08)

(15.94)

(56.08)

(52.66)

Provisions for Taxation/ Deferred Tax

(30.88)

(9.83)

(29.76)

(7.51)

Exceptional Items

(13.54)

55.95

(7.78)

(8.96)

Minority Interest & Profit from Associate Company

-

-

(1.23)

1.99

Net Profit for the Current Year

77.31

86.75

66.99

(24.10)

Earlier Years Balance Brought forward

518.31

431.97

498.44

525.51

Net Profit available for Appropriation

595.62

518.72

565.43

501.41

Appropriation:

Dividend on Equity Shares

(26.68)

-

(26.68)

-

Transfer to Capital Redemption Reserves

-

(0.41)

-

(0.41)

Amount Transferred to Non-Controlling Interest & Other Adjustment

-

-

(7.60)

(2.56)

Transfer from Share Option Outstanding Account

4.26

-

4.26

-

Transfer from other comprehensive Income

11.31

-

11.31

-

Balance carried to Balance Sheet

584.51

518.31

546.72

498.44

The Standalone Gross Revenue (including GST) from operations for Financial Year 2021-22 was '' 441.81 Crores (Previous Year: '' 247.75 Crore). The Operating Profit before tax stood at '' 121.73 Crores as against '' 40.63 Crores in the Previous Year. The Net Profit after tax for the year stood at '' 77.31 Crores against '' 86.75 Crores reported in the Previous Year.

The Consolidated Gross Revenue (including GST and Intragroup transactions) from operations for Financial Year 2021-22 was '' 749.40 Crores (Previous Year: '' 508.72 Crores). The Consolidated Operating Profit before tax stood (for continued operations) at '' 105.76 Crores (Previous Year: '' (9.62) Crores). The Consolidated Profit after tax stood at '' 66.99 Crores (Previous Year: '' (24.10) Crores).

2. DIVIDEND

Your Directors recommend final dividend of '' 1.25/- per equity share (i.e. 125%) of face value of '' 1/- each, for the Financial Year ended 31st March, 2022, for approval of the Members at the ensuing Annual General Meeting. For this purpose Friday, 5th August, 2022 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 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 placed at Annexure I to the Report and is also available on the weblink http://www.deltacorp.in/pdf/dividend-Distribution-Policy.pdf

3. SHARE CAPITAL

During the year, the issued, subscribed and paid-up capital of the Company has changed from '' 26,68,20,937/- divided into 26,68,20,937 Equity Shares of '' 1/- each to '' 26,72,57,532 /- divided into 26,72,57,532 Equity Shares of '' 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.

The Allotment Committee of the Company has allotted 1,87,269 Equity Shares of face value of '' 1/- each on 4th April, 2022 under DELTACORP Employees Stock Option Scheme 2009 and Delta Employees Stock Appreciation Rights Plan 2019 of the Company. The paid-up capital of the Company stood at 26,74,44,801 Equity Shares of '' 1/- each.

4. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2022 is available on the Company’s website at the link https:// deltacorp.in/pdf/annual-return/Annual-Return-2022. pdf

5. NUMBER OF MEETINGS OF THE BOARD

The Board met Four (4) times during the Financial Year 2021-22. 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, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2022 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for Financial Year ended 31st March, 2022 on a ‘going concern’ basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

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 Company’s 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 subsection (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure II to this Report.

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 2021-22, 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 2021-22, transactions with related parties which qualify as material transactions as per the Listing Regulations are given in Form AOC - 2 as per the Companies (Accounts) Rules, 2014 in Annexure III to this Report.

The details of related party transactions as required under IND AS-24 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions may be accessed on the Company’s website at the link: http:// www.deltacorp.in/pdf/related-partv-transaction-policv. pdf

11. MATERIAL CHANGES AND COMMITMENTS 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 statements relate and the date of the Report except mentioned below.

Scheme of Amalgamation

The Board of Directors of the Company at its meeting held on 11th April, 2022 have approved Scheme of Amalgamation of Daman Entertainment Private Limited ("Transferor Company 1”) and Daman Hospitality Private Limited ("Transferor Company 2”) with Delta Corp Limited ("Company” or "Transferee Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act”) ("Scheme”).

The aforesaid Scheme and other relevant documents was filed with BSE Limited, National Stock Exchange of India Limited and National Company Law Tribunal (Ahmedabad and Mumbai, Bench respectively).

Approval of Offer for Sale

Deltatech Gaming Limited (DGL), a wholly owned subsidiary of Delta Corp Limited (the "Company”), has filed a draft red herring prospectus dated 16th June, 2022 ("DRHP”) with the Securities and Exchange Board of India, for a proposed initial public offering, comprising a fresh issue of its equity shares of face value of '' 1 each ("Equity Shares”), for an amount aggregating up to '' 3,000 million and an offer for sale of the Equity Shares held by the Company, for an amount aggregating up to '' 2,500 million ("OFS”) (the "Offer”). The board of directors of the Company, at its meeting held on 16th June, 2022, accorded its approval for participating in the OFS in the Offer.

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 IV 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 Company’s 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 Company’s business.

14. CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The brief outline of the Corporate Social Responsibility (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 V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on 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 Company’s website www.deltacorp.in.

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 has defined the evaluation criteria for the Board, its Committees and Directors.

The Board’s functioning was evaluated after taking inputs from the Directors on various aspects, including degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

17 SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review the Company incorporated Deltin Amusement Park Private Limited as a wholly owned subsidiary w.e.f. 12th February, 2022 and Zeicast Pte Limited ceased to be associate company on account of liquidation.

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, 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 Company’s website www.deltacorp.in.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.deltacorp.in/pdf/policv-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 2021-22 in terms of Chapter V of the Act.

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

There are no significant material orders passed

by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

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 Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

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. AUDITORS1. 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, 2022. The Secretarial Audit Report is appended as Annexure VI 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, Practicing Company Secretaries of the material unlisted subsidiaries of the Company have undertaken secretarial audits of such subsidiaries for Financial Year ended 31.03.2022. The Secretarial Audit Reports of the unlisted material subsidiaries viz. Deltatech Gaming Limited (Formerly Known as Gaussian Networks Private Limited) and Highstreet Cruises and Entertainment Private Limited is available on company’s website i.e. https://deltacorp.in/ material-subsidiaries-financial-year.html

23. 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 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 and Discussion and Analysis Report is provided in a separate section and forms an integral part of this Annual Report.

25. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 (2) of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this 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 [email protected].

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. The Company has received two complaints and no complaints are pending as on 31st March, 2022.

31. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the Financial Year, the Company has complied with the applicable Secretarial Standards i.e SS-1 and SS-2 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 Companies Act, 2013 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 Company’s website at www.deltacorp.in. and on the website of the Ministry of Corporate Affairs at 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.

During the current financial year consequent to the lock down due to the second/third wave of pandemic announced by the state governments, the Company operated partially with restrictions and observed all

the government advisories and guidelines issued from time to time thoroughly and in good faith.

For and on behalf of the Board of DirectorsJaydev Mody Chairman

Place: Mumbai DIN: 00234797

Date: 12th July, 2022


Mar 31, 2022

Your Directors have pleasure in presenting the Thirty- First (31st) Directors’ Report of your Company along with the financial statements for the Financial Year ended 31st March, 2022.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Certain key aspects of your Company’s performance during the Financial Year ended 31st March, 2022 as compared to the previous Financial Year are summarised below:

('' in Crores)

Particulars

Standalone

Consolidated

Year Ended 31st March 2022

Year Ended 31st March 2021

Year Ended 31st March 2022

Year Ended 31st March 2021

Income for the year

376.50

228.51

654.21

454.33

Profit before Interest, Depreciation and Tax

140.66

57.43

167.73

48.48

Finance Charges

(1.86)

(0.86)

(5.89)

(5.44)

Profit before Depreciation and Taxes

138.81

56.57

161.84

43.04

Depreciation & Amortisation

(17.08)

(15.94)

(56.08)

(52.66)

Provisions for Taxation/ Deferred Tax

(30.88)

(9.83)

(29.76)

(7.51)

Exceptional Items

(13.54)

55.95

(7.78)

(8.96)

Minority Interest & Profit from Associate Company

-

-

(1.23)

1.99

Net Profit for the Current Year

77.31

86.75

66.99

(24.10)

Earlier Years Balance Brought forward

518.31

431.97

498.44

525.51

Net Profit available for Appropriation

595.62

518.72

565.43

501.41

Appropriation:

Dividend on Equity Shares

(26.68)

-

(26.68)

-

Transfer to Capital Redemption Reserves

-

(0.41)

-

(0.41)

Amount Transferred to Non-Controlling Interest & Other Adjustment

-

-

(7.60)

(2.56)

Transfer from Share Option Outstanding Account

4.26

-

4.26

-

Transfer from other comprehensive Income

11.31

-

11.31

-

Balance carried to Balance Sheet

584.51

518.31

546.72

498.44

The Standalone Gross Revenue (including GST) from operations for Financial Year 2021-22 was '' 441.81 Crores (Previous Year: '' 247.75 Crore). The Operating Profit before tax stood at '' 121.73 Crores as against '' 40.63 Crores in the Previous Year. The Net Profit after tax for the year stood at '' 77.31 Crores against '' 86.75 Crores reported in the Previous Year.

The Consolidated Gross Revenue (including GST and Intragroup transactions) from operations for Financial Year 2021-22 was '' 749.40 Crores (Previous Year: '' 508.72 Crores). The Consolidated Operating Profit before tax stood (for continued operations) at '' 105.76 Crores (Previous Year: '' (9.62) Crores). The Consolidated Profit after tax stood at '' 66.99 Crores (Previous Year: '' (24.10) Crores).

2. DIVIDEND

Your Directors recommend final dividend of '' 1.25/- per equity share (i.e. 125%) of face value of '' 1/- each, for the Financial Year ended 31st March, 2022, for approval of the Members at the ensuing Annual General Meeting. For this purpose Friday, 5th August, 2022 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 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 placed at Annexure I to the Report and is also available on the weblink http://www.deltacorp.in/pdf/dividend-Distribution-Policy.pdf

3. SHARE CAPITAL

During the year, the issued, subscribed and paid-up capital of the Company has changed from '' 26,68,20,937/- divided into 26,68,20,937 Equity Shares of '' 1/- each to '' 26,72,57,532 /- divided into 26,72,57,532 Equity Shares of '' 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.

The Allotment Committee of the Company has allotted 1,87,269 Equity Shares of face value of '' 1/- each on 4th April, 2022 under DELTACORP Employees Stock Option Scheme 2009 and Delta Employees Stock Appreciation Rights Plan 2019 of the Company. The paid-up capital of the Company stood at 26,74,44,801 Equity Shares of '' 1/- each.

4. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2022 is available on the Company’s website at the link https:// deltacorp.in/pdf/annual-return/Annual-Return-2022. pdf

5. NUMBER OF MEETINGS OF THE BOARD

The Board met Four (4) times during the Financial Year 2021-22. 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, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2022 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for Financial Year ended 31st March, 2022 on a ‘going concern’ basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

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 Company’s 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 subsection (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure II to this Report.

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 2021-22, 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 2021-22, transactions with related parties which qualify as material transactions as per the Listing Regulations are given in Form AOC - 2 as per the Companies (Accounts) Rules, 2014 in Annexure III to this Report.

The details of related party transactions as required under IND AS-24 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions may be accessed on the Company’s website at the link: http:// www.deltacorp.in/pdf/related-partv-transaction-policv. pdf

11. MATERIAL CHANGES AND COMMITMENTS 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 statements relate and the date of the Report except mentioned below.

Scheme of Amalgamation

The Board of Directors of the Company at its meeting held on 11th April, 2022 have approved Scheme of Amalgamation of Daman Entertainment Private Limited ("Transferor Company 1”) and Daman Hospitality Private Limited ("Transferor Company 2”) with Delta Corp Limited ("Company” or "Transferee Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act”) ("Scheme”).

The aforesaid Scheme and other relevant documents was filed with BSE Limited, National Stock Exchange of India Limited and National Company Law Tribunal (Ahmedabad and Mumbai, Bench respectively).

Approval of Offer for Sale

Deltatech Gaming Limited (DGL), a wholly owned subsidiary of Delta Corp Limited (the "Company”), has filed a draft red herring prospectus dated 16th June, 2022 ("DRHP”) with the Securities and Exchange Board of India, for a proposed initial public offering, comprising a fresh issue of its equity shares of face value of '' 1 each ("Equity Shares”), for an amount aggregating up to '' 3,000 million and an offer for sale of the Equity Shares held by the Company, for an amount aggregating up to '' 2,500 million ("OFS”) (the "Offer”). The board of directors of the Company, at its meeting held on 16th June, 2022, accorded its approval for participating in the OFS in the Offer.

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 IV 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 Company’s 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 Company’s business.

14. CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The brief outline of the Corporate Social Responsibility (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 V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on 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 Company’s website www.deltacorp.in.

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 has defined the evaluation criteria for the Board, its Committees and Directors.

The Board’s functioning was evaluated after taking inputs from the Directors on various aspects, including degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

17 SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review the Company incorporated Deltin Amusement Park Private Limited as a wholly owned subsidiary w.e.f. 12th February, 2022 and Zeicast Pte Limited ceased to be associate company on account of liquidation.

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, 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 Company’s website www.deltacorp.in.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.deltacorp.in/pdf/policv-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 2021-22 in terms of Chapter V of the Act.

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

There are no significant material orders passed

by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

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 Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

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. AUDITORS1. 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, 2022. The Secretarial Audit Report is appended as Annexure VI 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, Practicing Company Secretaries of the material unlisted subsidiaries of the Company have undertaken secretarial audits of such subsidiaries for Financial Year ended 31.03.2022. The Secretarial Audit Reports of the unlisted material subsidiaries viz. Deltatech Gaming Limited (Formerly Known as Gaussian Networks Private Limited) and Highstreet Cruises and Entertainment Private Limited is available on company’s website i.e. https://deltacorp.in/ material-subsidiaries-financial-year.html

23. 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 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 and Discussion and Analysis Report is provided in a separate section and forms an integral part of this Annual Report.

25. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 (2) of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this 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 [email protected].

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. The Company has received two complaints and no complaints are pending as on 31st March, 2022.

31. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the Financial Year, the Company has complied with the applicable Secretarial Standards i.e SS-1 and SS-2 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 Companies Act, 2013 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 Company’s website at www.deltacorp.in. and on the website of the Ministry of Corporate Affairs at 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.

During the current financial year consequent to the lock down due to the second/third wave of pandemic announced by the state governments, the Company operated partially with restrictions and observed all

the government advisories and guidelines issued from time to time thoroughly and in good faith.

For and on behalf of the Board of DirectorsJaydev Mody Chairman

Place: Mumbai DIN: 00234797

Date: 12th July, 2022


Mar 31, 2022

Your Directors have pleasure in presenting the Thirty- First (31st) Directors’ Report of your Company along with the financial statements for the Financial Year ended 31st March, 2022.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Certain key aspects of your Company’s performance during the Financial Year ended 31st March, 2022 as compared to the previous Financial Year are summarised below:

('' in Crores)

Particulars

Standalone

Consolidated

Year Ended 31st March 2022

Year Ended 31st March 2021

Year Ended 31st March 2022

Year Ended 31st March 2021

Income for the year

376.50

228.51

654.21

454.33

Profit before Interest, Depreciation and Tax

140.66

57.43

167.73

48.48

Finance Charges

(1.86)

(0.86)

(5.89)

(5.44)

Profit before Depreciation and Taxes

138.81

56.57

161.84

43.04

Depreciation & Amortisation

(17.08)

(15.94)

(56.08)

(52.66)

Provisions for Taxation/ Deferred Tax

(30.88)

(9.83)

(29.76)

(7.51)

Exceptional Items

(13.54)

55.95

(7.78)

(8.96)

Minority Interest & Profit from Associate Company

-

-

(1.23)

1.99

Net Profit for the Current Year

77.31

86.75

66.99

(24.10)

Earlier Years Balance Brought forward

518.31

431.97

498.44

525.51

Net Profit available for Appropriation

595.62

518.72

565.43

501.41

Appropriation:

Dividend on Equity Shares

(26.68)

-

(26.68)

-

Transfer to Capital Redemption Reserves

-

(0.41)

-

(0.41)

Amount Transferred to Non-Controlling Interest & Other Adjustment

-

-

(7.60)

(2.56)

Transfer from Share Option Outstanding Account

4.26

-

4.26

-

Transfer from other comprehensive Income

11.31

-

11.31

-

Balance carried to Balance Sheet

584.51

518.31

546.72

498.44

The Standalone Gross Revenue (including GST) from operations for Financial Year 2021-22 was '' 441.81 Crores (Previous Year: '' 247.75 Crore). The Operating Profit before tax stood at '' 121.73 Crores as against '' 40.63 Crores in the Previous Year. The Net Profit after tax for the year stood at '' 77.31 Crores against '' 86.75 Crores reported in the Previous Year.

The Consolidated Gross Revenue (including GST and Intragroup transactions) from operations for Financial Year 2021-22 was '' 749.40 Crores (Previous Year: '' 508.72 Crores). The Consolidated Operating Profit before tax stood (for continued operations) at '' 105.76 Crores (Previous Year: '' (9.62) Crores). The Consolidated Profit after tax stood at '' 66.99 Crores (Previous Year: '' (24.10) Crores).

2. DIVIDEND

Your Directors recommend final dividend of '' 1.25/- per equity share (i.e. 125%) of face value of '' 1/- each, for the Financial Year ended 31st March, 2022, for approval of the Members at the ensuing Annual General Meeting. For this purpose Friday, 5th August, 2022 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 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 placed at Annexure I to the Report and is also available on the weblink http://www.deltacorp.in/pdf/dividend-Distribution-Policy.pdf

3. SHARE CAPITAL

During the year, the issued, subscribed and paid-up capital of the Company has changed from '' 26,68,20,937/- divided into 26,68,20,937 Equity Shares of '' 1/- each to '' 26,72,57,532 /- divided into 26,72,57,532 Equity Shares of '' 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.

The Allotment Committee of the Company has allotted 1,87,269 Equity Shares of face value of '' 1/- each on 4th April, 2022 under DELTACORP Employees Stock Option Scheme 2009 and Delta Employees Stock Appreciation Rights Plan 2019 of the Company. The paid-up capital of the Company stood at 26,74,44,801 Equity Shares of '' 1/- each.

4. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2022 is available on the Company’s website at the link https:// deltacorp.in/pdf/annual-return/Annual-Return-2022. pdf

5. NUMBER OF MEETINGS OF THE BOARD

The Board met Four (4) times during the Financial Year 2021-22. 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, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2022 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for Financial Year ended 31st March, 2022 on a ‘going concern’ basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

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 Company’s 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 subsection (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure II to this Report.

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 2021-22, 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 2021-22, transactions with related parties which qualify as material transactions as per the Listing Regulations are given in Form AOC - 2 as per the Companies (Accounts) Rules, 2014 in Annexure III to this Report.

The details of related party transactions as required under IND AS-24 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions may be accessed on the Company’s website at the link: http:// www.deltacorp.in/pdf/related-partv-transaction-policv. pdf

11. MATERIAL CHANGES AND COMMITMENTS 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 statements relate and the date of the Report except mentioned below.

Scheme of Amalgamation

The Board of Directors of the Company at its meeting held on 11th April, 2022 have approved Scheme of Amalgamation of Daman Entertainment Private Limited ("Transferor Company 1”) and Daman Hospitality Private Limited ("Transferor Company 2”) with Delta Corp Limited ("Company” or "Transferee Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act”) ("Scheme”).

The aforesaid Scheme and other relevant documents was filed with BSE Limited, National Stock Exchange of India Limited and National Company Law Tribunal (Ahmedabad and Mumbai, Bench respectively).

Approval of Offer for Sale

Deltatech Gaming Limited (DGL), a wholly owned subsidiary of Delta Corp Limited (the "Company”), has filed a draft red herring prospectus dated 16th June, 2022 ("DRHP”) with the Securities and Exchange Board of India, for a proposed initial public offering, comprising a fresh issue of its equity shares of face value of '' 1 each ("Equity Shares”), for an amount aggregating up to '' 3,000 million and an offer for sale of the Equity Shares held by the Company, for an amount aggregating up to '' 2,500 million ("OFS”) (the "Offer”). The board of directors of the Company, at its meeting held on 16th June, 2022, accorded its approval for participating in the OFS in the Offer.

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 IV 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 Company’s 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 Company’s business.

14. CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The brief outline of the Corporate Social Responsibility (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 V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on 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 Company’s website www.deltacorp.in.

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 has defined the evaluation criteria for the Board, its Committees and Directors.

The Board’s functioning was evaluated after taking inputs from the Directors on various aspects, including degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

17 SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review the Company incorporated Deltin Amusement Park Private Limited as a wholly owned subsidiary w.e.f. 12th February, 2022 and Zeicast Pte Limited ceased to be associate company on account of liquidation.

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, 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 Company’s website www.deltacorp.in.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.deltacorp.in/pdf/policv-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 2021-22 in terms of Chapter V of the Act.

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

There are no significant material orders passed

by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

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 Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

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. AUDITORS1. 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, 2022. The Secretarial Audit Report is appended as Annexure VI 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, Practicing Company Secretaries of the material unlisted subsidiaries of the Company have undertaken secretarial audits of such subsidiaries for Financial Year ended 31.03.2022. The Secretarial Audit Reports of the unlisted material subsidiaries viz. Deltatech Gaming Limited (Formerly Known as Gaussian Networks Private Limited) and Highstreet Cruises and Entertainment Private Limited is available on company’s website i.e. https://deltacorp.in/ material-subsidiaries-financial-year.html

23. 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 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 and Discussion and Analysis Report is provided in a separate section and forms an integral part of this Annual Report.

25. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 (2) of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this 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 [email protected].

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. The Company has received two complaints and no complaints are pending as on 31st March, 2022.

31. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the Financial Year, the Company has complied with the applicable Secretarial Standards i.e SS-1 and SS-2 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 Companies Act, 2013 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 Company’s website at www.deltacorp.in. and on the website of the Ministry of Corporate Affairs at 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.

During the current financial year consequent to the lock down due to the second/third wave of pandemic announced by the state governments, the Company operated partially with restrictions and observed all

the government advisories and guidelines issued from time to time thoroughly and in good faith.

For and on behalf of the Board of DirectorsJaydev Mody Chairman

Place: Mumbai DIN: 00234797

Date: 12th July, 2022


Mar 31, 2022

Your Directors have pleasure in presenting the Thirty- First (31st) Directors’ Report of your Company along with the financial statements for the Financial Year ended 31st March, 2022.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Certain key aspects of your Company’s performance during the Financial Year ended 31st March, 2022 as compared to the previous Financial Year are summarised below:

('' in Crores)

Particulars

Standalone

Consolidated

Year Ended 31st March 2022

Year Ended 31st March 2021

Year Ended 31st March 2022

Year Ended 31st March 2021

Income for the year

376.50

228.51

654.21

454.33

Profit before Interest, Depreciation and Tax

140.66

57.43

167.73

48.48

Finance Charges

(1.86)

(0.86)

(5.89)

(5.44)

Profit before Depreciation and Taxes

138.81

56.57

161.84

43.04

Depreciation & Amortisation

(17.08)

(15.94)

(56.08)

(52.66)

Provisions for Taxation/ Deferred Tax

(30.88)

(9.83)

(29.76)

(7.51)

Exceptional Items

(13.54)

55.95

(7.78)

(8.96)

Minority Interest & Profit from Associate Company

-

-

(1.23)

1.99

Net Profit for the Current Year

77.31

86.75

66.99

(24.10)

Earlier Years Balance Brought forward

518.31

431.97

498.44

525.51

Net Profit available for Appropriation

595.62

518.72

565.43

501.41

Appropriation:

Dividend on Equity Shares

(26.68)

-

(26.68)

-

Transfer to Capital Redemption Reserves

-

(0.41)

-

(0.41)

Amount Transferred to Non-Controlling Interest & Other Adjustment

-

-

(7.60)

(2.56)

Transfer from Share Option Outstanding Account

4.26

-

4.26

-

Transfer from other comprehensive Income

11.31

-

11.31

-

Balance carried to Balance Sheet

584.51

518.31

546.72

498.44

The Standalone Gross Revenue (including GST) from operations for Financial Year 2021-22 was '' 441.81 Crores (Previous Year: '' 247.75 Crore). The Operating Profit before tax stood at '' 121.73 Crores as against '' 40.63 Crores in the Previous Year. The Net Profit after tax for the year stood at '' 77.31 Crores against '' 86.75 Crores reported in the Previous Year.

The Consolidated Gross Revenue (including GST and Intragroup transactions) from operations for Financial Year 2021-22 was '' 749.40 Crores (Previous Year: '' 508.72 Crores). The Consolidated Operating Profit before tax stood (for continued operations) at '' 105.76 Crores (Previous Year: '' (9.62) Crores). The Consolidated Profit after tax stood at '' 66.99 Crores (Previous Year: '' (24.10) Crores).

2. DIVIDEND

Your Directors recommend final dividend of '' 1.25/- per equity share (i.e. 125%) of face value of '' 1/- each, for the Financial Year ended 31st March, 2022, for approval of the Members at the ensuing Annual General Meeting. For this purpose Friday, 5th August, 2022 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 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 placed at Annexure I to the Report and is also available on the weblink http://www.deltacorp.in/pdf/dividend-Distribution-Policy.pdf

3. SHARE CAPITAL

During the year, the issued, subscribed and paid-up capital of the Company has changed from '' 26,68,20,937/- divided into 26,68,20,937 Equity Shares of '' 1/- each to '' 26,72,57,532 /- divided into 26,72,57,532 Equity Shares of '' 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.

The Allotment Committee of the Company has allotted 1,87,269 Equity Shares of face value of '' 1/- each on 4th April, 2022 under DELTACORP Employees Stock Option Scheme 2009 and Delta Employees Stock Appreciation Rights Plan 2019 of the Company. The paid-up capital of the Company stood at 26,74,44,801 Equity Shares of '' 1/- each.

4. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2022 is available on the Company’s website at the link https:// deltacorp.in/pdf/annual-return/Annual-Return-2022. pdf

5. NUMBER OF MEETINGS OF THE BOARD

The Board met Four (4) times during the Financial Year 2021-22. 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, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2022 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for Financial Year ended 31st March, 2022 on a ‘going concern’ basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

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 Company’s 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 subsection (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure II to this Report.

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 2021-22, 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 2021-22, transactions with related parties which qualify as material transactions as per the Listing Regulations are given in Form AOC - 2 as per the Companies (Accounts) Rules, 2014 in Annexure III to this Report.

The details of related party transactions as required under IND AS-24 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions may be accessed on the Company’s website at the link: http:// www.deltacorp.in/pdf/related-partv-transaction-policv. pdf

11. MATERIAL CHANGES AND COMMITMENTS 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 statements relate and the date of the Report except mentioned below.

Scheme of Amalgamation

The Board of Directors of the Company at its meeting held on 11th April, 2022 have approved Scheme of Amalgamation of Daman Entertainment Private Limited ("Transferor Company 1”) and Daman Hospitality Private Limited ("Transferor Company 2”) with Delta Corp Limited ("Company” or "Transferee Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act”) ("Scheme”).

The aforesaid Scheme and other relevant documents was filed with BSE Limited, National Stock Exchange of India Limited and National Company Law Tribunal (Ahmedabad and Mumbai, Bench respectively).

Approval of Offer for Sale

Deltatech Gaming Limited (DGL), a wholly owned subsidiary of Delta Corp Limited (the "Company”), has filed a draft red herring prospectus dated 16th June, 2022 ("DRHP”) with the Securities and Exchange Board of India, for a proposed initial public offering, comprising a fresh issue of its equity shares of face value of '' 1 each ("Equity Shares”), for an amount aggregating up to '' 3,000 million and an offer for sale of the Equity Shares held by the Company, for an amount aggregating up to '' 2,500 million ("OFS”) (the "Offer”). The board of directors of the Company, at its meeting held on 16th June, 2022, accorded its approval for participating in the OFS in the Offer.

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 IV 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 Company’s 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 Company’s business.

14. CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The brief outline of the Corporate Social Responsibility (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 V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on 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 Company’s website www.deltacorp.in.

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 has defined the evaluation criteria for the Board, its Committees and Directors.

The Board’s functioning was evaluated after taking inputs from the Directors on various aspects, including degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

17 SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review the Company incorporated Deltin Amusement Park Private Limited as a wholly owned subsidiary w.e.f. 12th February, 2022 and Zeicast Pte Limited ceased to be associate company on account of liquidation.

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, 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 Company’s website www.deltacorp.in.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.deltacorp.in/pdf/policv-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 2021-22 in terms of Chapter V of the Act.

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

There are no significant material orders passed

by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

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 Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

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. AUDITORS1. 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, 2022. The Secretarial Audit Report is appended as Annexure VI 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, Practicing Company Secretaries of the material unlisted subsidiaries of the Company have undertaken secretarial audits of such subsidiaries for Financial Year ended 31.03.2022. The Secretarial Audit Reports of the unlisted material subsidiaries viz. Deltatech Gaming Limited (Formerly Known as Gaussian Networks Private Limited) and Highstreet Cruises and Entertainment Private Limited is available on company’s website i.e. https://deltacorp.in/ material-subsidiaries-financial-year.html

23. 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 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 and Discussion and Analysis Report is provided in a separate section and forms an integral part of this Annual Report.

25. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 (2) of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this 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 [email protected].

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. The Company has received two complaints and no complaints are pending as on 31st March, 2022.

31. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the Financial Year, the Company has complied with the applicable Secretarial Standards i.e SS-1 and SS-2 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 Companies Act, 2013 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 Company’s website at www.deltacorp.in. and on the website of the Ministry of Corporate Affairs at 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.

During the current financial year consequent to the lock down due to the second/third wave of pandemic announced by the state governments, the Company operated partially with restrictions and observed all

the government advisories and guidelines issued from time to time thoroughly and in good faith.

For and on behalf of the Board of DirectorsJaydev Mody Chairman

Place: Mumbai DIN: 00234797

Date: 12th July, 2022


Mar 31, 2022

Your Directors have pleasure in presenting the Thirty- First (31st) Directors’ Report of your Company along with the financial statements for the Financial Year ended 31st March, 2022.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Certain key aspects of your Company’s performance during the Financial Year ended 31st March, 2022 as compared to the previous Financial Year are summarised below:

('' in Crores)

Particulars

Standalone

Consolidated

Year Ended 31st March 2022

Year Ended 31st March 2021

Year Ended 31st March 2022

Year Ended 31st March 2021

Income for the year

376.50

228.51

654.21

454.33

Profit before Interest, Depreciation and Tax

140.66

57.43

167.73

48.48

Finance Charges

(1.86)

(0.86)

(5.89)

(5.44)

Profit before Depreciation and Taxes

138.81

56.57

161.84

43.04

Depreciation & Amortisation

(17.08)

(15.94)

(56.08)

(52.66)

Provisions for Taxation/ Deferred Tax

(30.88)

(9.83)

(29.76)

(7.51)

Exceptional Items

(13.54)

55.95

(7.78)

(8.96)

Minority Interest & Profit from Associate Company

-

-

(1.23)

1.99

Net Profit for the Current Year

77.31

86.75

66.99

(24.10)

Earlier Years Balance Brought forward

518.31

431.97

498.44

525.51

Net Profit available for Appropriation

595.62

518.72

565.43

501.41

Appropriation:

Dividend on Equity Shares

(26.68)

-

(26.68)

-

Transfer to Capital Redemption Reserves

-

(0.41)

-

(0.41)

Amount Transferred to Non-Controlling Interest & Other Adjustment

-

-

(7.60)

(2.56)

Transfer from Share Option Outstanding Account

4.26

-

4.26

-

Transfer from other comprehensive Income

11.31

-

11.31

-

Balance carried to Balance Sheet

584.51

518.31

546.72

498.44

The Standalone Gross Revenue (including GST) from operations for Financial Year 2021-22 was '' 441.81 Crores (Previous Year: '' 247.75 Crore). The Operating Profit before tax stood at '' 121.73 Crores as against '' 40.63 Crores in the Previous Year. The Net Profit after tax for the year stood at '' 77.31 Crores against '' 86.75 Crores reported in the Previous Year.

The Consolidated Gross Revenue (including GST and Intragroup transactions) from operations for Financial Year 2021-22 was '' 749.40 Crores (Previous Year: '' 508.72 Crores). The Consolidated Operating Profit before tax stood (for continued operations) at '' 105.76 Crores (Previous Year: '' (9.62) Crores). The Consolidated Profit after tax stood at '' 66.99 Crores (Previous Year: '' (24.10) Crores).

2. DIVIDEND

Your Directors recommend final dividend of '' 1.25/- per equity share (i.e. 125%) of face value of '' 1/- each, for the Financial Year ended 31st March, 2022, for approval of the Members at the ensuing Annual General Meeting. For this purpose Friday, 5th August, 2022 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 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 placed at Annexure I to the Report and is also available on the weblink http://www.deltacorp.in/pdf/dividend-Distribution-Policy.pdf

3. SHARE CAPITAL

During the year, the issued, subscribed and paid-up capital of the Company has changed from '' 26,68,20,937/- divided into 26,68,20,937 Equity Shares of '' 1/- each to '' 26,72,57,532 /- divided into 26,72,57,532 Equity Shares of '' 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.

The Allotment Committee of the Company has allotted 1,87,269 Equity Shares of face value of '' 1/- each on 4th April, 2022 under DELTACORP Employees Stock Option Scheme 2009 and Delta Employees Stock Appreciation Rights Plan 2019 of the Company. The paid-up capital of the Company stood at 26,74,44,801 Equity Shares of '' 1/- each.

4. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2022 is available on the Company’s website at the link https:// deltacorp.in/pdf/annual-return/Annual-Return-2022. pdf

5. NUMBER OF MEETINGS OF THE BOARD

The Board met Four (4) times during the Financial Year 2021-22. 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, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2022 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for Financial Year ended 31st March, 2022 on a ‘going concern’ basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

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 Company’s 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 subsection (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure II to this Report.

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 2021-22, 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 2021-22, transactions with related parties which qualify as material transactions as per the Listing Regulations are given in Form AOC - 2 as per the Companies (Accounts) Rules, 2014 in Annexure III to this Report.

The details of related party transactions as required under IND AS-24 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions may be accessed on the Company’s website at the link: http:// www.deltacorp.in/pdf/related-partv-transaction-policv. pdf

11. MATERIAL CHANGES AND COMMITMENTS 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 statements relate and the date of the Report except mentioned below.

Scheme of Amalgamation

The Board of Directors of the Company at its meeting held on 11th April, 2022 have approved Scheme of Amalgamation of Daman Entertainment Private Limited ("Transferor Company 1”) and Daman Hospitality Private Limited ("Transferor Company 2”) with Delta Corp Limited ("Company” or "Transferee Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act”) ("Scheme”).

The aforesaid Scheme and other relevant documents was filed with BSE Limited, National Stock Exchange of India Limited and National Company Law Tribunal (Ahmedabad and Mumbai, Bench respectively).

Approval of Offer for Sale

Deltatech Gaming Limited (DGL), a wholly owned subsidiary of Delta Corp Limited (the "Company”), has filed a draft red herring prospectus dated 16th June, 2022 ("DRHP”) with the Securities and Exchange Board of India, for a proposed initial public offering, comprising a fresh issue of its equity shares of face value of '' 1 each ("Equity Shares”), for an amount aggregating up to '' 3,000 million and an offer for sale of the Equity Shares held by the Company, for an amount aggregating up to '' 2,500 million ("OFS”) (the "Offer”). The board of directors of the Company, at its meeting held on 16th June, 2022, accorded its approval for participating in the OFS in the Offer.

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 IV 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 Company’s 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 Company’s business.

14. CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The brief outline of the Corporate Social Responsibility (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 V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on 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 Company’s website www.deltacorp.in.

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 has defined the evaluation criteria for the Board, its Committees and Directors.

The Board’s functioning was evaluated after taking inputs from the Directors on various aspects, including degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

17 SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review the Company incorporated Deltin Amusement Park Private Limited as a wholly owned subsidiary w.e.f. 12th February, 2022 and Zeicast Pte Limited ceased to be associate company on account of liquidation.

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, 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 Company’s website www.deltacorp.in.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.deltacorp.in/pdf/policv-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 2021-22 in terms of Chapter V of the Act.

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

There are no significant material orders passed

by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

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 Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

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. AUDITORS1. 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, 2022. The Secretarial Audit Report is appended as Annexure VI 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, Practicing Company Secretaries of the material unlisted subsidiaries of the Company have undertaken secretarial audits of such subsidiaries for Financial Year ended 31.03.2022. The Secretarial Audit Reports of the unlisted material subsidiaries viz. Deltatech Gaming Limited (Formerly Known as Gaussian Networks Private Limited) and Highstreet Cruises and Entertainment Private Limited is available on company’s website i.e. https://deltacorp.in/ material-subsidiaries-financial-year.html

23. 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 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 and Discussion and Analysis Report is provided in a separate section and forms an integral part of this Annual Report.

25. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 (2) of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this 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 [email protected].

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. The Company has received two complaints and no complaints are pending as on 31st March, 2022.

31. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the Financial Year, the Company has complied with the applicable Secretarial Standards i.e SS-1 and SS-2 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 Companies Act, 2013 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 Company’s website at www.deltacorp.in. and on the website of the Ministry of Corporate Affairs at 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.

During the current financial year consequent to the lock down due to the second/third wave of pandemic announced by the state governments, the Company operated partially with restrictions and observed all

the government advisories and guidelines issued from time to time thoroughly and in good faith.

For and on behalf of the Board of DirectorsJaydev Mody Chairman

Place: Mumbai DIN: 00234797

Date: 12th July, 2022


Mar 31, 2022

Your Directors have pleasure in presenting the Thirty- First (31st) Directors’ Report of your Company along with the financial statements for the Financial Year ended 31st March, 2022.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Certain key aspects of your Company’s performance during the Financial Year ended 31st March, 2022 as compared to the previous Financial Year are summarised below:

('' in Crores)

Particulars

Standalone

Consolidated

Year Ended 31st March 2022

Year Ended 31st March 2021

Year Ended 31st March 2022

Year Ended 31st March 2021

Income for the year

376.50

228.51

654.21

454.33

Profit before Interest, Depreciation and Tax

140.66

57.43

167.73

48.48

Finance Charges

(1.86)

(0.86)

(5.89)

(5.44)

Profit before Depreciation and Taxes

138.81

56.57

161.84

43.04

Depreciation & Amortisation

(17.08)

(15.94)

(56.08)

(52.66)

Provisions for Taxation/ Deferred Tax

(30.88)

(9.83)

(29.76)

(7.51)

Exceptional Items

(13.54)

55.95

(7.78)

(8.96)

Minority Interest & Profit from Associate Company

-

-

(1.23)

1.99

Net Profit for the Current Year

77.31

86.75

66.99

(24.10)

Earlier Years Balance Brought forward

518.31

431.97

498.44

525.51

Net Profit available for Appropriation

595.62

518.72

565.43

501.41

Appropriation:

Dividend on Equity Shares

(26.68)

-

(26.68)

-

Transfer to Capital Redemption Reserves

-

(0.41)

-

(0.41)

Amount Transferred to Non-Controlling Interest & Other Adjustment

-

-

(7.60)

(2.56)

Transfer from Share Option Outstanding Account

4.26

-

4.26

-

Transfer from other comprehensive Income

11.31

-

11.31

-

Balance carried to Balance Sheet

584.51

518.31

546.72

498.44

The Standalone Gross Revenue (including GST) from operations for Financial Year 2021-22 was '' 441.81 Crores (Previous Year: '' 247.75 Crore). The Operating Profit before tax stood at '' 121.73 Crores as against '' 40.63 Crores in the Previous Year. The Net Profit after tax for the year stood at '' 77.31 Crores against '' 86.75 Crores reported in the Previous Year.

The Consolidated Gross Revenue (including GST and Intragroup transactions) from operations for Financial Year 2021-22 was '' 749.40 Crores (Previous Year: '' 508.72 Crores). The Consolidated Operating Profit before tax stood (for continued operations) at '' 105.76 Crores (Previous Year: '' (9.62) Crores). The Consolidated Profit after tax stood at '' 66.99 Crores (Previous Year: '' (24.10) Crores).

2. DIVIDEND

Your Directors recommend final dividend of '' 1.25/- per equity share (i.e. 125%) of face value of '' 1/- each, for the Financial Year ended 31st March, 2022, for approval of the Members at the ensuing Annual General Meeting. For this purpose Friday, 5th August, 2022 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 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 placed at Annexure I to the Report and is also available on the weblink http://www.deltacorp.in/pdf/dividend-Distribution-Policy.pdf

3. SHARE CAPITAL

During the year, the issued, subscribed and paid-up capital of the Company has changed from '' 26,68,20,937/- divided into 26,68,20,937 Equity Shares of '' 1/- each to '' 26,72,57,532 /- divided into 26,72,57,532 Equity Shares of '' 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.

The Allotment Committee of the Company has allotted 1,87,269 Equity Shares of face value of '' 1/- each on 4th April, 2022 under DELTACORP Employees Stock Option Scheme 2009 and Delta Employees Stock Appreciation Rights Plan 2019 of the Company. The paid-up capital of the Company stood at 26,74,44,801 Equity Shares of '' 1/- each.

4. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2022 is available on the Company’s website at the link https:// deltacorp.in/pdf/annual-return/Annual-Return-2022. pdf

5. NUMBER OF MEETINGS OF THE BOARD

The Board met Four (4) times during the Financial Year 2021-22. 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, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2022 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for Financial Year ended 31st March, 2022 on a ‘going concern’ basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

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 Company’s 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 subsection (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure II to this Report.

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 2021-22, 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 2021-22, transactions with related parties which qualify as material transactions as per the Listing Regulations are given in Form AOC - 2 as per the Companies (Accounts) Rules, 2014 in Annexure III to this Report.

The details of related party transactions as required under IND AS-24 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions may be accessed on the Company’s website at the link: http:// www.deltacorp.in/pdf/related-partv-transaction-policv. pdf

11. MATERIAL CHANGES AND COMMITMENTS 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 statements relate and the date of the Report except mentioned below.

Scheme of Amalgamation

The Board of Directors of the Company at its meeting held on 11th April, 2022 have approved Scheme of Amalgamation of Daman Entertainment Private Limited ("Transferor Company 1”) and Daman Hospitality Private Limited ("Transferor Company 2”) with Delta Corp Limited ("Company” or "Transferee Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act”) ("Scheme”).

The aforesaid Scheme and other relevant documents was filed with BSE Limited, National Stock Exchange of India Limited and National Company Law Tribunal (Ahmedabad and Mumbai, Bench respectively).

Approval of Offer for Sale

Deltatech Gaming Limited (DGL), a wholly owned subsidiary of Delta Corp Limited (the "Company”), has filed a draft red herring prospectus dated 16th June, 2022 ("DRHP”) with the Securities and Exchange Board of India, for a proposed initial public offering, comprising a fresh issue of its equity shares of face value of '' 1 each ("Equity Shares”), for an amount aggregating up to '' 3,000 million and an offer for sale of the Equity Shares held by the Company, for an amount aggregating up to '' 2,500 million ("OFS”) (the "Offer”). The board of directors of the Company, at its meeting held on 16th June, 2022, accorded its approval for participating in the OFS in the Offer.

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 IV 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 Company’s 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 Company’s business.

14. CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The brief outline of the Corporate Social Responsibility (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 V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on 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 Company’s website www.deltacorp.in.

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 has defined the evaluation criteria for the Board, its Committees and Directors.

The Board’s functioning was evaluated after taking inputs from the Directors on various aspects, including degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

17 SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review the Company incorporated Deltin Amusement Park Private Limited as a wholly owned subsidiary w.e.f. 12th February, 2022 and Zeicast Pte Limited ceased to be associate company on account of liquidation.

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, 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 Company’s website www.deltacorp.in.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.deltacorp.in/pdf/policv-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 2021-22 in terms of Chapter V of the Act.

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

There are no significant material orders passed

by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

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 Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

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. AUDITORS1. 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, 2022. The Secretarial Audit Report is appended as Annexure VI 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, Practicing Company Secretaries of the material unlisted subsidiaries of the Company have undertaken secretarial audits of such subsidiaries for Financial Year ended 31.03.2022. The Secretarial Audit Reports of the unlisted material subsidiaries viz. Deltatech Gaming Limited (Formerly Known as Gaussian Networks Private Limited) and Highstreet Cruises and Entertainment Private Limited is available on company’s website i.e. https://deltacorp.in/ material-subsidiaries-financial-year.html

23. 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 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 and Discussion and Analysis Report is provided in a separate section and forms an integral part of this Annual Report.

25. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 (2) of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this 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 [email protected].

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. The Company has received two complaints and no complaints are pending as on 31st March, 2022.

31. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the Financial Year, the Company has complied with the applicable Secretarial Standards i.e SS-1 and SS-2 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 Companies Act, 2013 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 Company’s website at www.deltacorp.in. and on the website of the Ministry of Corporate Affairs at 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.

During the current financial year consequent to the lock down due to the second/third wave of pandemic announced by the state governments, the Company operated partially with restrictions and observed all

the government advisories and guidelines issued from time to time thoroughly and in good faith.

For and on behalf of the Board of DirectorsJaydev Mody Chairman

Place: Mumbai DIN: 00234797

Date: 12th July, 2022


Mar 31, 2022

Your Directors have pleasure in presenting the Thirty- First (31st) Directors’ Report of your Company along with the financial statements for the Financial Year ended 31st March, 2022.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Certain key aspects of your Company’s performance during the Financial Year ended 31st March, 2022 as compared to the previous Financial Year are summarised below:

('' in Crores)

Particulars

Standalone

Consolidated

Year Ended 31st March 2022

Year Ended 31st March 2021

Year Ended 31st March 2022

Year Ended 31st March 2021

Income for the year

376.50

228.51

654.21

454.33

Profit before Interest, Depreciation and Tax

140.66

57.43

167.73

48.48

Finance Charges

(1.86)

(0.86)

(5.89)

(5.44)

Profit before Depreciation and Taxes

138.81

56.57

161.84

43.04

Depreciation & Amortisation

(17.08)

(15.94)

(56.08)

(52.66)

Provisions for Taxation/ Deferred Tax

(30.88)

(9.83)

(29.76)

(7.51)

Exceptional Items

(13.54)

55.95

(7.78)

(8.96)

Minority Interest & Profit from Associate Company

-

-

(1.23)

1.99

Net Profit for the Current Year

77.31

86.75

66.99

(24.10)

Earlier Years Balance Brought forward

518.31

431.97

498.44

525.51

Net Profit available for Appropriation

595.62

518.72

565.43

501.41

Appropriation:

Dividend on Equity Shares

(26.68)

-

(26.68)

-

Transfer to Capital Redemption Reserves

-

(0.41)

-

(0.41)

Amount Transferred to Non-Controlling Interest & Other Adjustment

-

-

(7.60)

(2.56)

Transfer from Share Option Outstanding Account

4.26

-

4.26

-

Transfer from other comprehensive Income

11.31

-

11.31

-

Balance carried to Balance Sheet

584.51

518.31

546.72

498.44

The Standalone Gross Revenue (including GST) from operations for Financial Year 2021-22 was '' 441.81 Crores (Previous Year: '' 247.75 Crore). The Operating Profit before tax stood at '' 121.73 Crores as against '' 40.63 Crores in the Previous Year. The Net Profit after tax for the year stood at '' 77.31 Crores against '' 86.75 Crores reported in the Previous Year.

The Consolidated Gross Revenue (including GST and Intragroup transactions) from operations for Financial Year 2021-22 was '' 749.40 Crores (Previous Year: '' 508.72 Crores). The Consolidated Operating Profit before tax stood (for continued operations) at '' 105.76 Crores (Previous Year: '' (9.62) Crores). The Consolidated Profit after tax stood at '' 66.99 Crores (Previous Year: '' (24.10) Crores).

2. DIVIDEND

Your Directors recommend final dividend of '' 1.25/- per equity share (i.e. 125%) of face value of '' 1/- each, for the Financial Year ended 31st March, 2022, for approval of the Members at the ensuing Annual General Meeting. For this purpose Friday, 5th August, 2022 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 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 placed at Annexure I to the Report and is also available on the weblink http://www.deltacorp.in/pdf/dividend-Distribution-Policy.pdf

3. SHARE CAPITAL

During the year, the issued, subscribed and paid-up capital of the Company has changed from '' 26,68,20,937/- divided into 26,68,20,937 Equity Shares of '' 1/- each to '' 26,72,57,532 /- divided into 26,72,57,532 Equity Shares of '' 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.

The Allotment Committee of the Company has allotted 1,87,269 Equity Shares of face value of '' 1/- each on 4th April, 2022 under DELTACORP Employees Stock Option Scheme 2009 and Delta Employees Stock Appreciation Rights Plan 2019 of the Company. The paid-up capital of the Company stood at 26,74,44,801 Equity Shares of '' 1/- each.

4. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2022 is available on the Company’s website at the link https:// deltacorp.in/pdf/annual-return/Annual-Return-2022. pdf

5. NUMBER OF MEETINGS OF THE BOARD

The Board met Four (4) times during the Financial Year 2021-22. 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, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2022 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for Financial Year ended 31st March, 2022 on a ‘going concern’ basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

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 Company’s 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 subsection (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure II to this Report.

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 2021-22, 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 2021-22, transactions with related parties which qualify as material transactions as per the Listing Regulations are given in Form AOC - 2 as per the Companies (Accounts) Rules, 2014 in Annexure III to this Report.

The details of related party transactions as required under IND AS-24 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions may be accessed on the Company’s website at the link: http:// www.deltacorp.in/pdf/related-partv-transaction-policv. pdf

11. MATERIAL CHANGES AND COMMITMENTS 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 statements relate and the date of the Report except mentioned below.

Scheme of Amalgamation

The Board of Directors of the Company at its meeting held on 11th April, 2022 have approved Scheme of Amalgamation of Daman Entertainment Private Limited ("Transferor Company 1”) and Daman Hospitality Private Limited ("Transferor Company 2”) with Delta Corp Limited ("Company” or "Transferee Company”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act”) ("Scheme”).

The aforesaid Scheme and other relevant documents was filed with BSE Limited, National Stock Exchange of India Limited and National Company Law Tribunal (Ahmedabad and Mumbai, Bench respectively).

Approval of Offer for Sale

Deltatech Gaming Limited (DGL), a wholly owned subsidiary of Delta Corp Limited (the "Company”), has filed a draft red herring prospectus dated 16th June, 2022 ("DRHP”) with the Securities and Exchange Board of India, for a proposed initial public offering, comprising a fresh issue of its equity shares of face value of '' 1 each ("Equity Shares”), for an amount aggregating up to '' 3,000 million and an offer for sale of the Equity Shares held by the Company, for an amount aggregating up to '' 2,500 million ("OFS”) (the "Offer”). The board of directors of the Company, at its meeting held on 16th June, 2022, accorded its approval for participating in the OFS in the Offer.

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 IV 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 Company’s 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 Company’s business.

14. CORPORATE SOCIAL RESPONSIBILITY

A Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The brief outline of the Corporate Social Responsibility (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 V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on 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 Company’s website www.deltacorp.in.

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 has defined the evaluation criteria for the Board, its Committees and Directors.

The Board’s functioning was evaluated after taking inputs from the Directors on various aspects, including degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

17 SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review the Company incorporated Deltin Amusement Park Private Limited as a wholly owned subsidiary w.e.f. 12th February, 2022 and Zeicast Pte Limited ceased to be associate company on account of liquidation.

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, 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 Company’s website www.deltacorp.in.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.deltacorp.in/pdf/policv-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 2021-22 in terms of Chapter V of the Act.

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

There are no significant material orders passed

by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

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 Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

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. AUDITORS1. 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, 2022. The Secretarial Audit Report is appended as Annexure VI 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, Practicing Company Secretaries of the material unlisted subsidiaries of the Company have undertaken secretarial audits of such subsidiaries for Financial Year ended 31.03.2022. The Secretarial Audit Reports of the unlisted material subsidiaries viz. Deltatech Gaming Limited (Formerly Known as Gaussian Networks Private Limited) and Highstreet Cruises and Entertainment Private Limited is available on company’s website i.e. https://deltacorp.in/ material-subsidiaries-financial-year.html

23. 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 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 and Discussion and Analysis Report is provided in a separate section and forms an integral part of this Annual Report.

25. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 (2) of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this 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 [email protected].

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. The Company has received two complaints and no complaints are pending as on 31st March, 2022.

31. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the Financial Year, the Company has complied with the applicable Secretarial Standards i.e SS-1 and SS-2 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 Companies Act, 2013 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 Company’s website at www.deltacorp.in. and on the website of the Ministry of Corporate Affairs at 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.

During the current financial year consequent to the lock down due to the second/third wave of pandemic announced by the state governments, the Company operated partially with restrictions and observed all

the government advisories and guidelines issued from time to time thoroughly and in good faith.

For and on behalf of the Board of DirectorsJaydev Mody Chairman

Place: Mumbai DIN: 00234797

Date: 12th July, 2022


Mar 31, 2019

To the Shareholders

The Directors have pleasure in presenting the Twenty-Eighth (28th) Directors’ Report of your Company along with the financial statements for the Financial Year ended 31st March, 2019.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Certain key aspects of your Company’s performance during the Financial Year ended 31st March, 2019 as compared to the previous Financial Year are summarised below:

(Rs. in Crores)

PARTICULARS

Standalone

Consolidated

Year Ended

Year Ended

Year Ended

Year Ended

31.03.2019

31.03.2018

31.03.2019

31.03.2018

Income for the year

541.60

399.90

829.10

636.28

Profit before Interest, Depreciation and Tax

276.83

180.51

350.00

275.64

Finance Charges

(0.80)

(4.63)

(1.78)

(10.38)

Profit before Depreciation and Taxes

276.03

175.88

348.22

265.26

Depreciation & Amortisation

(16.18)

(14.64)

(37.68)

(37.14)

Provisions for Taxation/ Deferred Tax

(76.53)

(55.67)

(114.13)

(73.69)

Prior Period Items / Exceptional Items

-

(1.02)

4.27

1.05

Minority Interest & Profit from Associate Company

-

-

0.32

0.07

Loss from Discountined operations

-

-

(4.24)

-

Net Profit for the Current Year

183.32

104.56

196.76

155.55

Earlier Years Balance Brought forward

342.71

249.40

354.63

213.51

Net Profit available for Appropriation

526.03

353.96

551.39

369.06

Appropriation:

-

Payment of Dividend on Equity Shares

(43.35)

(9.35)

(43.35)

(9.34)

Dividend Distribution Tax

-

(1.90)

(8.91)

(1.90)

Transferred to Capital Redemption Reserves

(81.79)

-

(81.79)

-

Transfered from Non Controlling Interest

-

-

(9.24)

(3.19)

Transferred from Other Comprehensive Income

1.16

-

1.16

-

Balance carried to Balance Sheet

402.05

342.71

409.26

354.63

The Standalone Gross Revenue (Including GST) from operations for financial year 2018-19 was Rs. 582.26 Crores (Previous Year: Rs. 443.71) registering a growth of 31.23%. The Profit before tax stood at Rs. 259.85 Crores as against Rs. 161.25 Crores in the Previous Year. The Net Profit after tax for the year stood at Rs. 183.32 Crores against Rs. 104.56 Crores reported in the Previous Year.

The Consolidated Gross Revenue (Including GST and Intragroup transactions) from operations for financial year 2018-19 was Rs. 1,010.05 Crores (Previous Year: Rs. 747.82 Crores), registering a growth of 35.06%. The Consolidated Profit before exceptional items and tax stood (for continued operations) at Rs. 310.54 Crores (Previous Year: Rs. 228.12 Crores). The Consolidated Profit after tax stood at Rs. 196.76 Crores (Previous Year: Rs. 155.55 Crores).

2. DIVIDEND

Your Directors recommend for approval of the Members at the ensuing Annual General Meeting, final dividend of Rs. 0.65/- per equity share (i.e. 65%) of face value of Rs. 1/- each, for the Financial Year ended 31st March, 2019 aggregating to approximately Rs. 17.61 Crores. The Dividend Distribution Tax (DDT) payable by the company aggregates to approximately Rs. 3.62 Crores.

During the year the company has also paid an Interim Dividend of Rs. 0.60/- per equity share (i.e. 60%) of face value of Rs. 1/- each aggregating to Rs. 16.26 Crores on which the company was supposed to pay DDT of Rs. 3.34 Crores which has been set off against dividend received from subsidiary company pursuant to Section 115O (1A) of the Income Tax Act, 1961.

The total outflow for current year is based on relevant share capital as on 31st March, 2019. The actual dividend amount will be dependent on the relevant share capital outstanding as on the record date /book closure.

The Board of Directors of your company has approved and adopted the dividend distribution policy of the company and dividends declared / recommended during the year are in accordance with the said Policy.

The dividend distribution policy is placed at Annexure I to the Report and is also available on the weblink http:// www.deltacorp.in/pdf/dividend-Distribution-Policy.pdf

3. SHARE CAPITAL

During the year, the issued, subscribed and paid-up capital of the Company has changed from Rs. 2,03,33,20,976/- (divided into 26,75,90,478 Equity Shares of Rs. 1/- each and 43,747- 0.001% Non-Cumulative Optionally Convertible Preference Shares of Rs. 21,667/each and 37,747- 1% Redeemable Preference Shares of Rs. 21,667/- each) to Rs. 27,09,38,186/- divided into 27,09,38,186 Equity Shares of Rs. 1/- each on account of redemption/conversion of Preference Shares and allotment of Equity Shares on account of ESOS.

4. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 (“the Act”) and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, is appended as Annexure II to this Report and is also available on the Company’s website www.deltacorp.in.

5. NUMBER OF MEETINGS OF THE BOARD

The Board met Five (5) times in Financial Year 2018-19 viz., on 23rd April, 2018, 23rd July, 2018, 14th September, 2018, 15th October, 2018 and 09th January, 2019. 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, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. Have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2019 and of the profit of the Company for that period.

iii. Have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. Have prepared the annual accounts for Financial Year ended 31st March, 2019 on a ‘going concern’ basis.

v. Have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. Have 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 and 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 Listing Regulations as amended from time to time. The Independent Directors have also confirmed that they have complied with the Company’s Code of Business Conduct & Ethics.

8. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors’ appointment and remuneration including the 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 III to this Report.

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 the 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 2018-19, your Company has entered into transactions with related parties as defined under Section 2(76) of the Act and Rules made thereunder, Regulation 23 of the Listing Regulations. During the Financial Year 2018-19, transactions with related parties which qualifies as material transactions as per Listing Regulations are given in Form AOC -2 as per the Companies (Accounts) Rules, 2014 in Annexure IV to this Report.

The details of related party transactions as required under IND AS-24 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions may be accessed on the Company’s website at the link: http:// www.deltacorp.in/pdf/related-party-transaction-policy. pdf

11. MATERIAL CHANGES AND COMMITMENTS 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 statements relates and the date of the Report.

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 V 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 Company’s competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company’s business.

14. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (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 VI of this report in the format prescribed in The Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on http://www.deltacorp. in/pdf/csr-policy.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 Company’s website www.deltacorp.in

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 the performance of the Board, its Committees and Individual Directors.

The Nomination, Remuneration and Compensation Committee has defined the evaluation criteria for the Board, its Committees and Individual Directors.

The Board’s functioning was evaluated after taking inputs from the Directors on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

17. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review Deltin Nepal Private Limited became subsidiary of the Company. Further, Halaplay Technologies Private Limited and Jalesh Cruises Mauritius Limited became Associate Companies of the Company.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. A report on the performance and financial position of each of the subsidiaries, associate and joint venture company as per the Act and Rules made thereunder, is provided in the financial statement and hence not repeated here for the sake of brevity.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Company’s website www.deltacorp.in. These documents will also be available for inspection during working hours at our Registered Office of the Company.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.deltacorp.in/pdf/policy-for-determining-material-subsidiaries.pdf

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 2018-19 in terms of Chapter V of the Act.

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

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

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 Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 152(6)(e) of the Act, Mr. Chetan Desai, Non Executive - Non Independent Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Pursuant to recommendation of the Nomination, Remuneration and Compensation Committee and subject to approval of members at ensuing Annual General Meeting Mr. Rajesh Jaggi, Mr. Ravinder Kumar Jain and Ms. Alpana Piramal Chinai will be appointed as an Independent Directors on the Board of Directors of the Company in accordance with Section 149(4) of the Act, with effect from 28th July, 2019 to hold office for a 2nd term of 5 (five) consecutive years upto 27th July, 2024.

Further, pursuant to recommendation of the Nomination, Remuneration and Compensation Committee and subject to approval of members at forthcoming Annual General Meeting, Dr. Vrajesh Udani will be appointed as an Independent Director on the Board of Directors of the Company in accordance with Section 149(4) of the Act, with effect from 10th March, 2020 to hold office for a 2nd term of 5 (five) consecutive years upto 9th March, 2025.

22. AUDITORS

1. Statutory Auditor

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No: 001076N/ N500013), were appointed as Statutory Auditors of the Company at the 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting.

Your Company has received a confirmation from M/s. Walker Chandiok & Co. LLP Chartered Accountants (Firm Registration No: 001076N/ N500013) to the effect that that they are not disqualified within the meaning of Section 141 and other applicable provisions of the Act and rules made thereunder.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in there 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, 2019. The Secretarial Audit Report is appended as Annexure VII to this Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor of the Company, in secretarial audit report except as stated below:

Adverse remark by Secretarial Auditor:

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, and Standards etc. except to the observation that the composition of the Audit Committee was not proper as mandated in Regulation 18(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which states that the composition of Audit Committee shall constitute two third of the members as Independent Directors till 15th November, 2018. However, the Company has complied by way of reconstitution of the Audit Committee vide circular resolution passed by the Board of Directors dated 15th November, 2018.

Managements Reply:

The Board of Directors on 15th November, 2018 has re-constituted the Audit Committee to comply with the guidance note issued by the stock exchanges. NSE and BSE have later waived the penalties levied by them.

Maintenance of cost records and Cost Audit as specified by the Central Government under 148(1) of the Act is not required by the Company.

23. 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 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 and Discussion and Analysis Report is provided in a separate section and forms an integral part of this Annual Report.

25. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 (2) of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this 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 Company’s Audit Committee was reconstituted during the year. The Audit Committee comprises of the following Directors:

1. Mr. Ravinder Kumar Jain - (Chairman) -Independent Director

2. Mr. Chetan Desai - Non-Executive -Non Independent Director

3. Mr. Rajesh Jaggi - Independent Director

4. Dr. Vrajesh Udani - Independent Director

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.

28. PARTICULARS OF EMPLOYEES

A statement comprising the names of top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent alongwith this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

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 VIII to this Report.

29. EMPLOYEES STOCK OPTION SCHEME

As required in terms of regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and in terms of Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, the disclosure relating to DELTA CORP ESOS 2009 is given in Annexure IX to this Report.

The Board of Directors of the Company on recommendation of Nomination, Remuneration and Compensation Committee has approved the Stock Appreciation Scheme, subject to approval of the shareholders at ensuing Annual General Meeting. The details of which are Specified in the Explanatory Statement in the Notice forming part of this Annual 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. The Company did not receive any such complaints during the financial year 2018-19.

31. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the financial year, the Company has complied with the applicable Secretarial Standards i.e SS-1 and SS-2 as issued by the Institute of the Company Secretaries of India.

32. 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, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Jaydev Mody

Chairman

DIN:00234797

Place: Mumbai

Date: 15th June 2019


Mar 31, 2018

To the Members,

The Directors have pleasure in presenting the Twenty Seventh (27th) Directors’ Report of your Company along with the financial statements for the Financial Year ended 31st March, 2018.

1. OPERATING RESULTS

Certain key aspects of your Company’s performance during the Financial Year ended 31st March, 2018 as compared to the previous Financial Year are summarised below:

(Rs. in Lakhs)

Standalone

Consolidated

Particulars

Year Ended 31.03.2018

Year Ended 31.03.2017

Year Ended 31.03.2018

Year Ended 31.03.2017

Income for the year

39,989.92

28,278.61

63,627.98

45,960.14

Profit before Interest, Depreciation and Tax

18,050.79

10,199.19

27,563.64

16,890.89

Finance Charges

(462.60)

(1,355.11)

(1,037.63)

(3,497.42)

Profit before Depreciation and Taxes

17,588.19

8,844.07

26,526.01

13,393.47

Depreciation & Amortisation

(1,463.50)

(1,205.31)

(3,713.55)

(3,611.76)

Provisions for Taxation

(5,567.09)

(2,378.63)

(7,368.90)

(2,803.46)

Exceptional Items

(101.73 )

2.10

104.76

419.93

Minority Interest and Share of Profit from Associate and Joint Venture Company

-

-

6.58

(23.29)

Net Profit for the current year

10,455.87

5,262.23

15,554.90

7,374.89

Earlier years balance brought forward

24,939.64

20,233.81

21,351.42

14,531.30

Net Profit available for Appropriation

35,395.51

25,496.04

36,906.32

21,906.19

Appropriation:

Dividend on Equity Shares

(934.88)

(462.29)

(934.88)

(462.29)

Dividend Distribution Tax (Net)

(190.32)

(94.11)

(190.32)

(94.11)

Amount Transferred to Non-Controlling Interest & Other Adjustment

-

-

(318.95)

1.63

Balance at the year end

34,270.30

24,939.64

35,462.17

21,351.42

2. DIVIDEND

Your Directors recommend for approval of the Members at the ensuing Annual General Meeting, dividend of Rs.1/- per Equity Share (i.e. 100%) of face value of Rs.1/- each, for the Financial Year ended 31st March, 2018 aggregating to approx Rs.2,675.90 Lakhs, including Rs.550.04 Lakhs dividend distribution tax as compared to previous year’s dividend of Rs.0.35/- per Equity Share (i.e. 35%) of face value of Rs.1/each.

The total outflow for current year is based on relevant share capital as on 31st March, 2018. The actual dividend amount will be dependent on the relevant share capital outstanding as on the record date /book closure.

The dividend will be paid in compliance with the applicable Rules and Regulations.

3. SHARE CAPITAL

During the year, the issued, subscribed and paid-up capital of the Company has increased from Rs.23,16,24,104 to Rs.2,03,33,20,976/- divided into 26,75,90,478 Equity Shares of Rs.1/- each, 43,747 0.001% Non-Cumulative Optionally Convertible Preference Shares of Rs.21,667/- each and 37,747 1% Redeemable Preference Shares of Rs.21,667/each.

4. OVERVIEW OF OPERATIONS

During the year under review, on a consolidated basis, your Company recorded a total income of Rs.63,627.98 Lakhs as compared to last year’s income of Rs.45,960.14 Lakhs and net profit of Rs.15,554.90 Lakhs as compared to last year’s Net profit of Rs.7,374.89 Lakhs. For further information, kindly refer to Management Discussion and Analysis Report, forming a part of this Annual Report.

5. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 (“the Act”) and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, is appended as Annexure I to this Report.

6. NUMBER OF MEETINGS OF THE BOARD

The Board met Four (4) times in Financial Year 2017-18 viz., on 30th May, 2017, 24th July, 2017, 16th October, 2017 and 15th January, 2018. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for Financial Year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2018 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for Financial Year ended 31st March, 2018 on a ‘going concern’ basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Act, confirming that they meet the criteria of independence under Section 149(6) of the Act and Regulation 16(1 )(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

9. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure II to this Report.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with Companies (Meetings of Board and Its Powers) Rules, 2014 are given in the notes to the Financial Statements forming part of this Annual Report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2017-18, your Company has entered into transactions with related parties as defined under section 2(76) of the Act and Rules made thereunder, Regulation 23 of the Listing Regulations. During the Financial Year 2017-18, transactions with related parties which qualify as material transactions as per Listing Regulations are given in Form AOC - 2 as per the Companies (Accounts) Rules, 2014 in Annexure III to this Report.

The details of related party transactions as required under Ind AS-24 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions may be accessed on the Company’s website at the link: http://www.deltacorp. in/pdf/related-party-transaction-policy.pdf

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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 statements relate and the date of the Report.

13. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure IV to this Report.

14. BUSINESS RISK MANAGEMENT

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company’s business.

15. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. Your Company’s CSR initiatives or activities undertaken during the Financial Year ended 31st March, 2018 forms part of Annual Report on the CSR activities, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 which is appended as Annexure V to this Report.

16. 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 Company’s website www.deltacorp.in

17. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD

Pursuant to the provisions of the Act and Regulation 19 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination, Remuneration and Compensation Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Board’s functioning was evaluated after taking inputs from the Directors on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

18. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review Caravella Entertainment Private Limited (formerly known as Caravela Casino Goa Private Limited), Gaussian Networks Private Limited, Gaussian Online Skill Gaming Private Limited, Gaussian Software Private Limited and Mind Sports League Private Limited became subsidiaries of the Company. Further, during the year Freedom Charter Services Private Limited cease to be a joint venture and Delta PAN Africa Limited and Delta Corp East Africa Limited ceased to be subsidiaries of the Company on account of liquidation.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. A report on the performance and financial position of each of the subsidiaries, associate and joint venture company as per the Act and Rules made thereunder, is provided in the financial statement and hence not repeated here for the sake of brevity.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Company’s website www.deltacorp.in. These documents will also be available for inspection during working hours at our Registered Office of the Company.

Further, the Company does not have material Indian subsidiary as defined under Regulation 16(1 )(c) of the Listing Regulations.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.deltacorp.in/pdf/policy-for-determining-material-subsidiaries.pdf.

19. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT

The Company has neither accepted nor renewed any deposits during the Financial Year 2017-18 in terms of Chapter V of the Act.

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

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

21. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial control with reference to financial statements.

The Company has adopted accounting policies which are in line with the 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 Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 152(6)(e) of the Act, Mr. Rakesh Jhunjhunwala (DIN: 00777064), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors on recommendation of the Nomination, Remuneration and Compensation Committee has re-appointed Mr. Ashish Kapadia (DIN: 02011632) as Managing Director of the Company for a period of 5 (five) years with effect from 27th April, 2019, subject to approval of Members at ensuing Annual General Meeting, as his current term of office is upto 26th April, 2019.

23. AUDITORS

1. Statutory Auditor

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No: 001076N/N500013), were appointed as Statutory Auditors of the Company at the 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting.

Your Company has received a confirmation from M/s. Walker Chandiok & Co. LLP Chartered Accountants (Firm Registration No: 001076N/N500013) to the effect that that they are not disqualified within the meaning of Section 141 and other applicable provisions of the Act and rules made thereunder.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in his audit report.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company have appointed M/s. A. K. Jain & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2018. The Secretarial Audit Report is appended as Annexure VI to this Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor of the Company, in his secretarial audit report except as stated below:

Adverse remark by Secretarial Auditor:

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc., except non compliance of the Regulation 18 of the SEBI (LODR) Regulations, 2015 in respect of the gap between the two audit committee meetings is exceeding 120 days.

Managements Reply:

During the period under review the Company was contemplating a Qualified Institutional Buyer’s placement which resulted in delay in finalization of Audited Results and accordingly the gap of more than one hundred and twenty (120) days was unintentional.

No fraud has been reported by the Statutory Auditors and Secretarial Auditors to the Audit Committee or the Board.

24. CORPORATE GOVERNANCE

Pursuant to Listing Regulations, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from Practicing Company Secretary, on compliance with the conditions of Corporate Governance as laid down, forms a part of this Annual Report.

25. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this Annual Report.

26. AUDIT COMMITTEE OF THE COMPANY

The Company’s Audit Committee was reconstituted during the year. The Audit Committee comprises of the following Directors:

1. Mr. Ravinder Kumar Jain (Chairman);

2. Mr. Ashish Kapadia;

3. Mr. Chetan Desai

4. Mr. Rajesh Jaggi; and

5. Dr. Vrajesh Udani

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

27. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VII to this Report.

28. EMPLOYEES STOCK OPTION SCHEME

As required in terms of regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and in terms of Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, the disclosure relating to DELTA CORP ESOS 2009 is given in Annexure VIII to this Report.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has Anti-Sexual Harassment policy pursuant to the provisions of The Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act 2013. The Company did not receive any such complaints during the calendar year 2017.

30. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the financial year, the Company has complied with the applicable Secretarial Standards i.e SS-1 and SS-2 as issued by the Institute of the Company Secretaries of India.

31. 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, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

JAYDEV MODY

Chairman

DIN: 00234797

Place: Mumbai

Date: 23rd July, 2018


Mar 31, 2018

To the Members,

The Directors have pleasure in presenting the Twenty Seventh (27th) Directors’ Report of your Company along with the financial statements for the Financial Year ended 31st March, 2018.

1. OPERATING RESULTS

Certain key aspects of your Company’s performance during the Financial Year ended 31st March, 2018 as compared to the previous Financial Year are summarised below:

(Rs. in Lakhs)

Standalone

Consolidated

Particulars

Year Ended 31.03.2018

Year Ended 31.03.2017

Year Ended 31.03.2018

Year Ended 31.03.2017

Income for the year

39,989.92

28,278.61

63,627.98

45,960.14

Profit before Interest, Depreciation and Tax

18,050.79

10,199.19

27,563.64

16,890.89

Finance Charges

(462.60)

(1,355.11)

(1,037.63)

(3,497.42)

Profit before Depreciation and Taxes

17,588.19

8,844.07

26,526.01

13,393.47

Depreciation & Amortisation

(1,463.50)

(1,205.31)

(3,713.55)

(3,611.76)

Provisions for Taxation

(5,567.09)

(2,378.63)

(7,368.90)

(2,803.46)

Exceptional Items

(101.73 )

2.10

104.76

419.93

Minority Interest and Share of Profit from Associate and Joint Venture Company

-

-

6.58

(23.29)

Net Profit for the current year

10,455.87

5,262.23

15,554.90

7,374.89

Earlier years balance brought forward

24,939.64

20,233.81

21,351.42

14,531.30

Net Profit available for Appropriation

35,395.51

25,496.04

36,906.32

21,906.19

Appropriation:

Dividend on Equity Shares

(934.88)

(462.29)

(934.88)

(462.29)

Dividend Distribution Tax (Net)

(190.32)

(94.11)

(190.32)

(94.11)

Amount Transferred to Non-Controlling Interest & Other Adjustment

-

-

(318.95)

1.63

Balance at the year end

34,270.30

24,939.64

35,462.17

21,351.42

2. DIVIDEND

Your Directors recommend for approval of the Members at the ensuing Annual General Meeting, dividend of Rs.1/- per Equity Share (i.e. 100%) of face value of Rs.1/- each, for the Financial Year ended 31st March, 2018 aggregating to approx Rs.2,675.90 Lakhs, including Rs.550.04 Lakhs dividend distribution tax as compared to previous year’s dividend of Rs.0.35/- per Equity Share (i.e. 35%) of face value of Rs.1/each.

The total outflow for current year is based on relevant share capital as on 31st March, 2018. The actual dividend amount will be dependent on the relevant share capital outstanding as on the record date /book closure.

The dividend will be paid in compliance with the applicable Rules and Regulations.

3. SHARE CAPITAL

During the year, the issued, subscribed and paid-up capital of the Company has increased from Rs.23,16,24,104 to Rs.2,03,33,20,976/- divided into 26,75,90,478 Equity Shares of Rs.1/- each, 43,747 0.001% Non-Cumulative Optionally Convertible Preference Shares of Rs.21,667/- each and 37,747 1% Redeemable Preference Shares of Rs.21,667/each.

4. OVERVIEW OF OPERATIONS

During the year under review, on a consolidated basis, your Company recorded a total income of Rs.63,627.98 Lakhs as compared to last year’s income of Rs.45,960.14 Lakhs and net profit of Rs.15,554.90 Lakhs as compared to last year’s Net profit of Rs.7,374.89 Lakhs. For further information, kindly refer to Management Discussion and Analysis Report, forming a part of this Annual Report.

5. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 (“the Act”) and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, is appended as Annexure I to this Report.

6. NUMBER OF MEETINGS OF THE BOARD

The Board met Four (4) times in Financial Year 2017-18 viz., on 30th May, 2017, 24th July, 2017, 16th October, 2017 and 15th January, 2018. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for Financial Year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2018 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for Financial Year ended 31st March, 2018 on a ‘going concern’ basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Act, confirming that they meet the criteria of independence under Section 149(6) of the Act and Regulation 16(1 )(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

9. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure II to this Report.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with Companies (Meetings of Board and Its Powers) Rules, 2014 are given in the notes to the Financial Statements forming part of this Annual Report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2017-18, your Company has entered into transactions with related parties as defined under section 2(76) of the Act and Rules made thereunder, Regulation 23 of the Listing Regulations. During the Financial Year 2017-18, transactions with related parties which qualify as material transactions as per Listing Regulations are given in Form AOC - 2 as per the Companies (Accounts) Rules, 2014 in Annexure III to this Report.

The details of related party transactions as required under Ind AS-24 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions may be accessed on the Company’s website at the link: http://www.deltacorp. in/pdf/related-party-transaction-policy.pdf

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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 statements relate and the date of the Report.

13. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure IV to this Report.

14. BUSINESS RISK MANAGEMENT

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company’s business.

15. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. Your Company’s CSR initiatives or activities undertaken during the Financial Year ended 31st March, 2018 forms part of Annual Report on the CSR activities, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 which is appended as Annexure V to this Report.

16. 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 Company’s website www.deltacorp.in

17. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD

Pursuant to the provisions of the Act and Regulation 19 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination, Remuneration and Compensation Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Board’s functioning was evaluated after taking inputs from the Directors on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

18. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review Caravella Entertainment Private Limited (formerly known as Caravela Casino Goa Private Limited), Gaussian Networks Private Limited, Gaussian Online Skill Gaming Private Limited, Gaussian Software Private Limited and Mind Sports League Private Limited became subsidiaries of the Company. Further, during the year Freedom Charter Services Private Limited cease to be a joint venture and Delta PAN Africa Limited and Delta Corp East Africa Limited ceased to be subsidiaries of the Company on account of liquidation.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. A report on the performance and financial position of each of the subsidiaries, associate and joint venture company as per the Act and Rules made thereunder, is provided in the financial statement and hence not repeated here for the sake of brevity.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Company’s website www.deltacorp.in. These documents will also be available for inspection during working hours at our Registered Office of the Company.

Further, the Company does not have material Indian subsidiary as defined under Regulation 16(1 )(c) of the Listing Regulations.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.deltacorp.in/pdf/policy-for-determining-material-subsidiaries.pdf.

19. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT

The Company has neither accepted nor renewed any deposits during the Financial Year 2017-18 in terms of Chapter V of the Act.

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

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

21. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial control with reference to financial statements.

The Company has adopted accounting policies which are in line with the 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 Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 152(6)(e) of the Act, Mr. Rakesh Jhunjhunwala (DIN: 00777064), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors on recommendation of the Nomination, Remuneration and Compensation Committee has re-appointed Mr. Ashish Kapadia (DIN: 02011632) as Managing Director of the Company for a period of 5 (five) years with effect from 27th April, 2019, subject to approval of Members at ensuing Annual General Meeting, as his current term of office is upto 26th April, 2019.

23. AUDITORS

1. Statutory Auditor

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No: 001076N/N500013), were appointed as Statutory Auditors of the Company at the 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting.

Your Company has received a confirmation from M/s. Walker Chandiok & Co. LLP Chartered Accountants (Firm Registration No: 001076N/N500013) to the effect that that they are not disqualified within the meaning of Section 141 and other applicable provisions of the Act and rules made thereunder.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in his audit report.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company have appointed M/s. A. K. Jain & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2018. The Secretarial Audit Report is appended as Annexure VI to this Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor of the Company, in his secretarial audit report except as stated below:

Adverse remark by Secretarial Auditor:

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc., except non compliance of the Regulation 18 of the SEBI (LODR) Regulations, 2015 in respect of the gap between the two audit committee meetings is exceeding 120 days.

Managements Reply:

During the period under review the Company was contemplating a Qualified Institutional Buyer’s placement which resulted in delay in finalization of Audited Results and accordingly the gap of more than one hundred and twenty (120) days was unintentional.

No fraud has been reported by the Statutory Auditors and Secretarial Auditors to the Audit Committee or the Board.

24. CORPORATE GOVERNANCE

Pursuant to Listing Regulations, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from Practicing Company Secretary, on compliance with the conditions of Corporate Governance as laid down, forms a part of this Annual Report.

25. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this Annual Report.

26. AUDIT COMMITTEE OF THE COMPANY

The Company’s Audit Committee was reconstituted during the year. The Audit Committee comprises of the following Directors:

1. Mr. Ravinder Kumar Jain (Chairman);

2. Mr. Ashish Kapadia;

3. Mr. Chetan Desai

4. Mr. Rajesh Jaggi; and

5. Dr. Vrajesh Udani

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

27. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VII to this Report.

28. EMPLOYEES STOCK OPTION SCHEME

As required in terms of regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and in terms of Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, the disclosure relating to DELTA CORP ESOS 2009 is given in Annexure VIII to this Report.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has Anti-Sexual Harassment policy pursuant to the provisions of The Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act 2013. The Company did not receive any such complaints during the calendar year 2017.

30. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the financial year, the Company has complied with the applicable Secretarial Standards i.e SS-1 and SS-2 as issued by the Institute of the Company Secretaries of India.

31. 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, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

JAYDEV MODY

Chairman

DIN: 00234797

Place: Mumbai

Date: 23rd July, 2018


Mar 31, 2018

To,

The Members,

The Directors are pleased to present their 50th Annual Report and Audited Accounts for the year ended 31st March, 2018,

FINANCIAL RESULTS

Rs. In Million

STANDALONE

CONSOLIDATED

2017-2018

2016-2017

2017-2018

2016-2017

INCOME

Revenue From Operations (Net)

28,842.3

26,707.5

28,842.3

26,707.5

Other Income

1,274.0

1,002.1

811.8

593.5

Total

30,116.3

27,709.6

29,654.1

27,301.0

EXPENDITURE

Material Costs

21,032.9

19,527.7

21,032.9

19,527.7

Employee Benefit Expenses

1,354.6

1,191.9

1,354.6

1,191.9

Finance Costs

14.4

42.9

14.4

42.9

Depreciation, Amortization and impairment

438.0

480.3

438.0

480.3

Other Expenses

2,231.6

2,273.6

2,046.8

2,028.6

Total

25,071.5

23,516.4

24,886.7

23,271.4

Profit before share of Net profit of Investments accounted for using equity method and tax

4,767.4

4,029.6

Share of Net Profits of an Associate and Joint Ventures accounted for using equity Method

5,044.8

4,193.2

724.0

1,007.3

Profit Before Tax

5,044.8

4,193.2

5,491.4

5,036.9

Tax Expenses:

Current Tax

1,316.6

1,080.7

1,316.6

1,080.7

Deferred Tax

146.2

(46.3)

873.7

(46.3)

Total Tax

1,462.8

1,034.4

2,190.3

1,034.4

Profit After Tax

3,582.0

3,158.8

3,301.1

4,002.5

Total Other Comprehensive Income for the year

134.7

37.7

131.8

24.7

Total Comprehensive Income for the year

3,716.7

3,196.5

3,432.9

4,027.2

GLOBAL ECONOMIC SCENARIO

The global economy witnessed an upswing in economic activities and trade led by investment recovery in advanced nations, improvement in emerging Europe, sustained momentum in emerging Asia and signs of recovery among commodity exporting countries. The year saw a broad-based recovery across majority of the countries globally resulting in global economy recording its fastest growth since 2011 at 3.8% in 2017. Growth amongst both the Advanced Economies and Emerging Market and Developing Economies was strong at 2.3% and 4.8% respectively compared to 1.7% and 4.4% respectively achieved in 2016. Going forward, it is expected that the current favorable market sentiment along with accommodative financial conditions and partial recovery in commodity prices will continue to buoy the global economic activity, with growth expected at 3.9% in both 2018 and 2019.

INDIAN ECONOMIC SCENARIO

In the Indian context the economic activity during the FY 201718 witnessed a slowdown mired by short-term challenges in the form of fading impact of demonetisation and trade activity slowdown ahead of Goods and Services Tax (GST) implementation. Resultantly, the GDP grew 6.6% in FY 2017-18 compared to 7.1% in FY 2016-17. However, recent developments in the country in the form of FDI liberalization to attract investments, Insolvency and Bankruptcy Code to assist banks address NPA issues, Real Estate (Regulation and Development) Act to bring in more transparency in the real estate sector strengthen the outlook both in the near and mid term.

GST is one major revolutionary move that will enable the country to overcome the issues of multiple taxation, tax evasion and parallel economy, while bringing in more efficiency in movement of goods and services across the country. Though the initial implementation of GST saw some challenges in the form of delays in refund of input credit tax and challenges to small and medium enterprises to keep up with the regulatory issues, over the long run it is expected to be beneficial. Another important initiative was the Rs. 2.11 lakh crore recapitalisation plan for stressed public sector banks to enable them improve balance sheet health and resume lending, necessary to boost economic activities. The impact of all these is already beginning to reflect with the country’s ease of doing business ranking improving by 30 spots to 100th position, indirect taxpayer base increasing by 50% to 34 lakh businesses and a credit rating upgrade from Moody’s Investors Services to Baa2.

The country is also making significant investment in infrastructure to sustain its growing economy. In its Union Budget FY 2018-19, the government has made a total allocation of Rs. 5.97 lakh crore for infrastructure development, which is nearly three fold rise from the levels in 2014. The government has also envisaged plans to build integrated logistics supply chain through developing 50 economic corridors, 35 multimodal logistics parks at 15 locations and ten intermodal stations. Apart from these the government plans to build 100 smart cities, target to reduce carbon emission by adding 175 GW of renewable power generating capacity by 2022, focus on Make in India, and building digital infrastructure to ensure fixed line broadband access to 50% of household by 2022 are all heading the country towards an unmatched development.

With these positive developments in the Indian economy, IMF forecasts the country’s GDP to grow by 7.4% in FY 2018-19 and then pick up momentum to 7.8% in FY 2019-20.

OPERATIONS

OVERALL: Sales net of duties were Rs 28,151.2 million as against Rs 24,448.4 million in the previous year with a 15% revenue growth. Growth was across all product lines. In volume terms Electrical Cables saw a growth of 5% and Communication Cables grew by 35%.

Total Income for the year under review was higher at Rs. 30,116.3 million (previous year Rs. 27,709.6 million) representing a growth of 9% over the previous year. Your Company has recorded a Net Profit Before Tax of Rs. 5,044.8 million as against Rs. 41 93.2 million in the previous year - a growth of 20.3%.

Highlights of the performance are discussed in detail in the Management Discussion and Analysis Report (MDAR) attached as Annexure A to this Report.

EXPORTS: The market conditions overseas continue to be difficult and hence FOB value of exports for the year was lower than the previous year at Rs 274.9 million (Previous year’s export value of Rs. 316.1 million).

FINANCE

The short-term debt programs of your Company continue to be rated by CRISIL. Since the last few years, these have been accorded the highest ratings that CRISIL issues (A1 ). CRISIL has also retained the AA /stable rating for the Company’s long term non-convertible debentures - during the year, however, no debentures were issued. As on date of this report, your Company continues to remain debt free.

Financial costs have been contained to the minimum required levels. The Company continues to meet all its financial commitments in a timely manner.

FIXED DEPOSITS

Your Company has stopped accepting deposits from the year 2003 and accordingly, no fixed deposits have been accepted during the year under review.

DIVIDEND

Your Directors have pleasure in recommending a dividend on equity shares of 200%. The amount thereof per equity share will be Rs.4/-. The total dividend outgo (including dividend tax) will be Rs. 736.3 million.

Payment of Dividend is subject to the approval of the members at the ensuing Annual General Meeting.

NEW PRODUCTS & EXPANSION

As you are aware, your Company ventured into newer product segments such as LED based lamps, low duty switchgear, fans and water heaters over the previous two years. During the year under review, your Company expanded both its market reach as well as the product offerings in each of these new segments. Several new models were launched during the year, covering multiple price and feature points. The volume growth has been encouraging across all new products and at the same time customer feedback to the products in terms of appearance, quality perception and price/performance expectations has been very positive. Simultaneously, your Company has realigned the field sales force into separate verticals (cables, lighting, switch/ mcb, and fans/water heaters) to better address market needs.

Your Company announced its decision to enter the “Conduit Pipe” line of business last year - work on the manufacturing plant has commenced and is expected to be complete by December 2018.

As part of its expansion strategy, your Company is in the process of acquiring approx. 40 acres of land near Vadodara. This site would be used for future expansion needs of the Company.

JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, the statement containing salient features of the financial statements of the Company’s Joint Ventures / Associates (in form AOC-1) is attached to this Report as Annexure I.

FINOLEX J-POWER SYSTEMS PRIVATE LIMITED

As part of infrastructural development, the power sector is an extremely important component. Various measures have been announced by the Power Ministry to reform and grow this sector The demand push for EHV cables is witnessed in many states which are eying for faster development and many tenders have been floated by State Utilities in the current financial year

The JV has registered itself with most of the private power companies and participates in tenders floated by them.

While the level of tender participation has improved, the tender conclusion process is still very slow and the JV is awaiting the results in many tenders that it has participated in. At the end of 2017-18, the JV had an order backlog of approximately Rs 400.00 million.

The JV’s 400kV Extra High Voltage Cable has now been certified. Currently, this is the only Indian Company to be certified at this voltage grade. This would be extremely helpful in future tender participation, giving the JV a prime mover advantage.

It is currently estimated that the JV will gradually be profitable to achieve break even and will need financial support in the form of equity infusion until then. While the long term outlook of the JV is positive, in the short term, there has been an erosion of net worth in the JV. Taking a prudent view of the same, an amount of Rs 184.8 million has been recognized as a diminution in the value of investment. During the year, your Company injected equity of Rs 159.2 million, taking the Company’s participation up to Rs 1337.7 million at the end of FY 2017-18.

CORNING FINOLEX OPTICAL FIBER PRIVATE LIMITED

During the financial year ended on 31st March, 2018, the JV clocked sales of Rs. 2,372.6 million (previous year Rs. 2,015.9 million) and was profitable, with a profit after tax of Rs. 113.1 million.

With consumer demand increasing for mobile data services and e commerce, it is hoped that the fiber penetration in India will improve. Further, Government initiatives such as Bharat Net and Digital India have been adding to the buoyancy to demand. Demand for better quality and feature rich products is on the increase and the JV expects to capitalize on the same. Your Company’s participation in the JV’s equity at the end of FY 201718 remains at Rs. 17.5 million.

EMPLOYEES

Your Company recognizes the importance of a motivated and skilled human resource. Your Company endeavors to create a challenging and favorable work environment that encourages entrepreneurial behavior, innovation and the drive towards business excellence. Several skilled based training programs were conducted during the year with the help of external consultants, especially for the staff in Sales and Marketing functions. Your Company is also in the process of revamping its hiring and appraisal processes in line with benchmarked practices in industry.

Industrial relations continued to be cordial during the year

The Company had 1828 permanent employees on its rolls as on 31st March, 2018 (previous year 1748 permanent employees as on 31st March, 2017).

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of provisions of Section 197(12) of Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annexure E to this Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure F to this Report.

KEY MANAGERIAL PERSONNEL

The following persons continued as Key Managerial Personnel during the year 2017-18:

Name

Title

Mr. D K Chhabria

Executive Chairman

Mr. Mahesh Viswanathan

Deputy Managing Director and Chief Financial Officer

Mr. R G D’Silva

Company Secretary & President (Legal)

CORPORATE GOVERNANCE

Your Company is in full compliance with the Corporate Governance guidelines as set out in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) and is committed to good corporate governance laying a strong emphasis on transparency, accountability and integrity. All Directors and Senior Management employees have confirmed in writing their adherence to the Company’s Code of Conduct.

A separate report on Corporate Governance (Annexure B) is provided together with a Certificate from the Statutory/ Secretarial Auditors of the Company regarding compliance with conditions of Corporate Governance as Annexure C, as mandated under SEBI LODR Regulations, 2015. There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report. A Certificate of the Chief Executive Officer and Chief Financial Officer of the Company in terms of Regulation 17(8), Part B Schedule II of SEBI LODR Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee is also annexed.

CORPORATE SOCIAL RESPONSIBILITY (CSR’)

During the year, your Company had approved a total expenditure of Rs.56.0 million towards CSR activities for free medical care through multispecialty hospitals, mobile hospital facilities in rural area, support to NGO activities like desilting in rural Maharashtra, promoting education and related activities, help needy children suffering from H1B diabetes, medical facilities to backward class women for their delivery and gynecological problems, knee replacement, cataract and dialysis for needy people, improvement of health care at rural areas, improvement in school infrastructure and provision of sewage treatment facility at places where the Company’s Plants are located and contribution to National Mission for Clean Ganga “Namami Gange”. While the above amount was approved in 2017-18, the actual spend in the year 2017-18 was Rs 46.0 million and the balance amount is to be spent in the year 2018-19.

The annual report on CSR activities of the Company for the year under review is set out in Annexure J forming part of this report.

DIRECTORS

Mr Sumit N Shah (DIN: 00036387), Additional Director ceased at the last Annual General meeting held on 28th September, 2017. Mr S B (Ravi) Pandit (DIN: 00075861) aged about 68 years being an Independent Director, ceased upon resignation due to his other commitments. The Board places on record its deep appreciation of the valuable contribution made by these Directors during their tenure on the Board of Directors of the Company,

Mr D K Chhabria, Executive Chairman will be completing his term of appointment on 30th June 2018. The Board of Directors at its meeting held on 28th May, 2018 has approved his reappointment for a period of five years. The terms and conditions of his reappointment are being put up to the members for approval. Accordingly, suitable resolution which appears in the Notice of ensuing Annual General Meeting has been proposed for consideration.

Similarly, Mr Mahesh Viswanathan, Deputy Managing Director and Chief Financial Officer will be completing his term of appointment on 30th June 2018. The Board of Directors at its meeting held on 28th May, 2018 has approved his reappointment for a period of five years. The terms and conditions of his reappointment are also being put up to the members for approval. Accordingly, suitable resolution which appears in the Notice of ensuing Annual General Meeting has been proposed for consideration.

In accordance with the provisions of the Companies Act, 2013 and the relevant Rules framed thereunder and of the Articles of Association of the Company:

(a) Mrs Namita V Thapar (DIN: 05318899) retires by rotation at the ensuing Annual General Meeting and, though eligible does not wish to offer herself for re-appointment.

(b) Similarly, Mr Mahesh Viswanathan (DIN: 02780987), who retires by rotation at the ensuing Annual General meeting and, being eligible offers himself for reappointment.

The Board recommends the reappointments of Mr D K Chhabria as a whole time Director designated as “Executive Chairman” and of Mr Mahesh Viswanathan as a whole time Director designated as “Deputy Managing Director & Chief Financial Officer”.

The requisite details regarding the proposals for reappointments of Mr D K Chhabria as Executive Chairman and of Mr Mahesh Viswanathan as Deputy Managing Director & Chief Financial Officer are set out in the Explanatory Statement attached to and forming a part of the Notice of ensuing Annual General Meeting of the Company.

COMPLIANCE UNDER THE COMPANIES ACT, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules of 2014, your Company complied with the requirements. The details of such compliances are enumerated below:

1. Extract of annual return: An extract of the Annual Return in Form MGT9 as on March 31, 2018 is enclosed as Annexure D to this Report.

2. Number of meetings of the board: The Board met on 5 occasions during the year. Details of the meetings are furnished in the Report on Corporate Governance which is attached as Annexure B to this Report.

3. Directors’ responsibility statement: Pursuant to Sections 134(3)(c) and134(5) of the Companies Act, 2013, (the “Act”), the Directors, to the best of their knowledge and belief and according to the information and explanations provided to them, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and no material departures have been made from the same;

(b) t he 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 the 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;

(e) 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.

4. Remuneration and nomination policy: The Board of Directors has framed the policy which lays down a framework in relation to Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Executives of the Company including the criteria for determining qualifications, selection and appointment. Further details are provided in the Corporate Governance Report which is attached as Annexure B to this Report.

5. Board evaluation: Pursuant to the relevant provisions of Companies Act, 2013, the independent directors at their meeting dated 28th May 2018, without the participation of the non-independent directors and Management, considered and evaluated the Board’s performance, performance of the Chairman and other non-independent directors. The evaluation was performed taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed its satisfaction with the evaluation process.

6. Particulars of loans, guarantees or investments under section 186 of the companies act, 2013: During the year, an investment of Rs. 159.2 million was made in the equity of the Company’s Joint Venture - M/s Finolex J-Power Systems Private Limited.

7. Contracts or arrangements with related parties: All transactions entered into by the Company with related parties were in the ordinary course of business and on an arm’s length basis. Each of these transactions was reviewed by the Audit Committee prior to being entered into and where necessary, was approved by the Board of Directors and the Members. In respect of transactions of a repetitive nature, an omnibus approval was obtained from the Audit Committee and Members where necessary. At every quarterly meeting, the Audit Committee reviews the transactions that were entered into during the immediately preceding period. Details of related party transactions have been disclosed under Note 32 to the financial statements. Details of the same are also reproduced in Form AOC 2 which is attached as Annexure F to this Report. The Company’s Policy on transactions with related parties as approved by the Board is also available on the website of the Company at www.finolex.com.

8. Material changes and commitments affecting the financial position of the company which have occurred between 31st march, 2018 and 28th may, 2018 (date of this report): There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (31st March, 2018) and date of this Report (28th May, 2018)

9. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company: There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company and the Company’s operations in the future.

10. Adequacy of internal financial controls with reference to the financial statements: Having regard to Rule 8 (5) (viii) of the Companies (Accounts) Rules, 2014, the details in respect of adequacy of internal financial controls with reference to the financial statements of the Company are as follows:

Your Company maintains appropriate systems of internal control including monitoring procedures. These internal control systems ensure reliable and accurate financial reporting, safeguarding of assets, keeping constant check on cost structure and adhering to management policies. The internal controls are commensurate with the size, scale and complexity of the Company’s operations and facilitate timely detection of any irregularities and early remedial steps against factors such as loss from unauthorized use and disposition. Company policies, guidelines and procedures provide for adequate checks and balances which are meant to ensure that all transactions are authorized, recorded and reported correctly. The internal controls are continuously assessed and improved / modified to meet changes in business conditions, statutory and accounting requirements

Constant monitoring of the effectiveness of controls is ensured by periodical audits performed by an in-house internal audit team as well as assignments entrusted to M/S Ernst & Young. Both these teams in their respective assignments test and review controls, challenge business processes for their robustness and benchmark practices in line with industry norms.

The Audit Committee regularly meets and reviews the results of the various internal control audits both with the Auditors as well as with the respective Auditees. The Audit Committee is apprised of the findings as well as the corrective actions that are taken. Periodical meetings between the Audit Committee and the Company Management also ensure the necessary checks and balances that may need to be built into the control system.

11. Risk management policy: Your Company has set up a Risk Management Committee of the Board of Directors which comprises Dr H S Vachha, Mr Sanjay K Asher, Mr D K Chhabria and Mr Mahesh Viswanathan. More details of the risks faced by the Company are available in the Management Discussion & Analysis Report which is attached as Annexure A to this Report.

12. Vigil mechanism / whistle blower policy: As required under Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Boards and its Powers) 2014 and Regulation 22 of the SEBI LODR Regulations, the Company has adopted a policy on vigil mechanism / whistle blower. The policy provides direct access to the Chairman of the Audit Committee in case any employee should choose to report or bring up a complaint. Your Company affirms that no one has been denied access to the Chairman of the Audit Committee and also that no complaints were received during the year. Brief details about the policy are provided in the Corporate Governance Report which is attached as Annexure B to this Report. Also, the policy is available at the Company’s website at www.finolex.com.

13. Prevention of sexual harassment policy: The Company has in place a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, one complaint was received about a contract employee, wherein the Internal Complaints Committee of the Company had conducted the inquiry and on acceptance of misconduct by the respondent his services were terminated by the concerned contractor.

14. Business Responsibility Report (BRR): As mandated by Securities and Exchange Board of India (SEBI), India’s top 500 listed entities based on market capitalisation on the BSE and NSE are required to submit a ‘Business Responsibility Report’ (BRR) along with their Annual Report for 2017-18. This Report is required to be in line with ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business’ (NVGs), as released by the Ministry of Corporate Affairs in July 2011. Finolex Cables Ltd. presents its BRR, in line with the NVGs and the BRR requirement of SEBI. The business responsibility report on BRR of the company for the year under review is set out in Annexure K forming part of this report .

AUDITORS

M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.1 1 7366W / W100018), Auditors of the Company, hold office until conclusion of the Fifty-Fourth Annual General Meeting of the Company to be held in the financial year 2022-23, provided that their appointment shall be subject to ratification at every Annual General meeting if so required under the Act, and being eligible, offer themselves for such ratification of their appointment.

The Audit Committee and the Board of Directors have recommended ratification of the appointment of the Auditors for the financial year 2018-19. Necessary resolution is being placed before the Members for approval.

COST AUDIT

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) rules of 2014 as amended from time to time, your Company has been carrying out an audit of cost records every year. In respect of the financial year 2017-18, at the previous Annual General Meeting, members had approved of the appointment of M/S Joshi Apte & Associates as Cost Auditor at a remuneration of Rs.5.0 lacs plus GST, as applicable, and reimbursement of out of pocket expenses. Their work will commence shortly and their report would be filed with MCA on or before the due date.

The Cost Audit Report for the financial year 2016-17 was filed prior to its due date in September 2017.

SECRETARIAL AUDIT

In accordance with the provisions of Section 204 of the Companies Act, 2013, and the rules made thereunder, M/S SVD & Associates, a firm of Company Secretaries in practice, was appointed to conduct the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark or disclaimer made by them in their Report, except that the Company has not filed Form IEPF III. FORM IEPF III can be filed only by attaching specific order(s) of the Court or Tribunal or Statutory Authority restraining transfer of subject shares referred to therein. The relevant cases pertain to the years 1996 and prior thereto and the Company is in the process of tracing out the relevant files and Court orders for doing the needful.

Their Report is attached as Annexure H to this Report.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October 2017. The Company is in compliance with the revised secretarial standards

LISTING OF SECURITIES

Your Company’s equity shares are listed on the two premier stock exchanges of the country namely BSE Limited and National Stock Exchange of India Limited. Your Company had issued Global Depository Receipts which are listed on the Luxembourg Stock Exchange. Your Company has not issued any Non-Convertible Debentures (“NCDs”) in financial year 2017-18 and no NCDs are outstanding as on 31st March, 2018.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this Report as Annexure I.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of the Companies Act, 2013 (the “Act”) read with Rule 5 sub rules (2 and 3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the “Rules”) forms part of this Report. However, as per the provisions of Section 136(1) of the Act, the Report and Accounts are being sent to the members, excluding the statement of particulars of employees under the Rules of the Act. Any shareholder desirous of obtaining a copy of the said statement may write to the Company Secretary & President (Legal) at the Registered office of the Company,

CAUTIONARY STATEMENT

Statements in this Directors’ Report and Annexures may contain forward looking statements within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied. Various factors including commodity prices, cyclical demand, changes in Government regulations, tax laws, general economic development could all have a bearing on the Company’s operations and would impact eventual results.

ACKNOWLEDGEMENTS

Your Directors are grateful to the Central and State Governments, Statutory Authorities, Local Bodies, Banks and Financial institutions for their continued support and cooperation. Your Directors warmly acknowledge the trust and confidence reposed in your Company by its channel partners, dealers, customers and construction organizations in supporting its business activities and growth. Your Directors express their gratitude to the other business associates for their unstinting support. Your Directors value the commitment and contribution of the employees towards the Company. Last but not the least, your Directors are thankful to the Members for extending their constant trust and for the confidence shown in the Company.

For and on behalf of the Board of Directors

Place: Pune D.K. Chhabria

Dated: 28th May 2018 Executive Chairman


Mar 31, 2017

Directors’ Report

To

The Members

The Directors are pleased to present their 49thAnnual Report and Audited Accounts for the year ended 31st March, 2017.

FINANCIAL RESULTS:

(Rs. In Millions)

Standalone

Consolidated

2016-17

2015-16

2016-17

2015-16

INCOME

Revenue From Operations (Net)

26,707.5

25,747.3

26,707.5

25,747.3

Other Income

1,002.1

644.4

593.5

561.3

Total

27,709.6

26,391.7

27,301.0

26,308.6

EXPENDITURE

Material Costs

19,527.7

19,353.9

19,527.7

19,353.9

Employee Benefit Expense

1,191.9

1,072.2

1,191.9

1,072.2

Finance Costs

42.9

89.5

42.9

89.5

Depreciation, Amortization and Impairment

480.3

579.9

480.3

579.9

Other Expenses

2,273.6

1,932.3

2,028.6

1,737.8

Total

23,516.4

23,027.8

23,271.4

22,833.3

Profit Before Exceptional and Extraordinary Items & Tax

4,193.2

3,363.9

4,029.6

3,475.3

Tax Expense:

Current Tax

1,159.1

1,033.6

1,159.1

1,033.6

Deferred Tax

(40.6)

(70.6)

(40.6)

(70.6)

Taxes of earlier year

(84.1)

(87.7)

(84.1)

(87.7)

Profit Before Exceptional and Extraordinary Items

3,158.8

2,488.6

2,995.2

2,600.0

Share of Profit / (Loss) of Associate

1,007.3

686.9

Profit After Tax

3,158.8

2,488.6

4,002.5

3,286.9

Other comprehensive Income net of tax (Loss) / Gain

37.7

(75.8)

24.7

(84.0)

Total comprehensive Income for the period

3,196.5

2,412.8

4,027.2

3,202.9

The above results are based on the Company''s adoption of Accounting Standards as reflected in IND AS. Previous year''s data has been restated to be in compliance with the new Accounting Standards.

BACKGROUND

Global growth, according to various estimates, has been a moderate 3.5% during the last year. Our local economy registered a growth of 7.1% during the last financial year - while agriculture, public utilities and administration showed real growth, the 2nd half performance by manufacturing, services and construction sectors recorded a much slower growth, reflecting the impact of demonetization on much of the informal sectors. In your Company''s case, while revenue growth from a value perspective has been muted on account of the soft commodity prices during the year, volume expansion has been very visible. The continued reiteration that the Government would focus on infrastructure building via support to the previously announced programs such as the various Industrial Corridors, Railways Investments, Smart City Initiatives, Digital Connectivity and Make in India, Power generation thru non-conventional energy sources, etc., augur well for your Company''s chosen areas.

OPERATIONS

OVERALL: As mentioned above, revenue growth was muted (at 4%) in view of the “soft” commodity prices that prevailed for the first 3 quarters, with copper prices recovering only during the 4th quarter. Volume growth was, however, robust during the year. Volumes were higher in all product lines - as compared to the previous year, Electrical Wires grew by 8%, Flexible Wires by 22%, and all Communication Cables by over 22%.

Income for the year under review was higher at Rs. 27,709.6 million (previous year Rs. 26,391.7 million) representing a growth of 5% over the previous year. Your Company has recorded a Net Profit Before Tax of Rs. 4,193.2 million as against Rs. 3,363.9 million in the previous year a growth of 24.7%.

Highlights of the performance are discussed in detail in the Management Discussion and Analysis Report (MDAR) attached as Annexure A to this Report.

EXPORTS: The market conditions overseas continue to be difficult and hence FOB value of exports for the year was lower than the previous year at Rs 316.1 million (Previous year''s export value of Rs. 416.5 million).

FINANCE

The short term debt programs of your Company continue to be rated by CRISIL. Since the last few years, these have been accorded the highest ratings that CRISIL issues (A1 ). Your Company retained the AA /stable rating for its long term non-convertible debentures program.

During the year, your Company repaid its outstanding loans ahead of due date. Post this repayment your Company is debt free.

Financial costs have been contained to the minimum required levels. The Company continues to meet all its financial commitments in a timely manner.

FIXED DEPOSITS

Your Company has stopped accepting deposits from the year 2003 and accordingly, no fixed deposits have been accepted during the year under review.

DIVIDEND

Your Directors have pleasure in recommending a dividend on equity shares of 150%. The amount thereof per equity share will be Rs.3/-. The total dividend outgo (including dividend tax) will be Rs 552.2 million.

Payment of Dividend is subject to the approval of the members at the ensuing Annual General Meeting.

EXPANSION & NEW PRODUCTS

Your Company launched its low duty switchgears in the market in December 2016. The product has been perceived well in the market. Several variants of the same have since been released to the market.

Fan segment - members will be pleased to know that a completely new range of fans, specially designed for your Company, had been introduced in the market in May 2016. While the current introduction targets all price segments, it is the intention of your Company to constantly innovate and bring new and meaningful designs to the market from time to time.

The third product launch during the year was Water Heaters. A soft launch was made in January 2017 with the ’’instant” variety - it is the intention of your Company to introduce more products across the family in the near future.

These new products are expected to open up a new growth area for your Company as well as take it on the path of being an Electrical Products and Solutions Company eventually.

JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, the statement containing salient features of the financial statements of the Company''s Joint Ventures / Associates (in form AOC-1) is attached to this Report as Annexure I.

Finolex J-Power Systems Private Limited

The Central government and many state governments are giving thrust to Infrastructure sector. The Power Ministry has announced restructuring of state utilities and also make India power surplus by the year 2020. Metro projects have been commenced in many cities and Smart city projects for 100 cities had been announced which would result in substantial increase in demand for evacuation, transmission of electricity and hence demand for Extra High Voltage Cables in cities and emerging cities.

The demand push for EHV cables is witnessed in many states which are eying for faster development and many tenders have been floated by State Utilities in the current financial year.

The previous year had been very positive for the JV in terms of market penetration, reach and visibility in relationship building with customer base and the same is reflected in terms of company''s ability to participate in tender in almost 17 states and number of firm enquiries received showed multifold growth. The challenge remains for participation in large tenders which require the bidders to have substantial quantum of supply, laying and commissioning experience as well as high turnover and profits. The JV had identified various eligible EPC Contractors and erectors and is working out various models to enter into partnerships with such eligible EPC Contractors and Erectors for necessary participation in tender and win some business.

The JV has also registered itself with most of the private power companies and participates in tenders floated by them.

The JV is continuously working with the Central and State Government for creating level playing field and for promoting technically superior products for such an important sector which historically suffer from line losses and frequent breakdowns because of poor products and poor installations. The governments see the merits and accordingly are facilitating company participations in tenders.

While the level of tender participation has improved, the tender conclusion process is still very slow and the JV is awaiting the results in most tenders that it has participated in.

The JV''s 400kV Extra High Voltage Cable PQ tests in international laboratory is at an advanced stage. When completed and certified (expected by Dec 2017) this would give a big thrust to the Company''s participation in 220kV and higher voltage grade tenders which have better margins, value and volumes.

It is currently estimated that the JV will still take between 18 and 24 months to achieve break even and will need financial support in the form of equity infusion until then. While the long term outlook of the JV is positive, in the short term, there has been an erosion of net worth in the JV. Taking a prudent view of the same, an amount of Rs 245.0 million has been recognized as a diminution in the value of investment. During the year, your Company injected equity of Rs 196.0 million, taking the Company''s participation up to Rs 1,178.5 million at the end of FY 2016-17.

Corning Finolex Optical Fiber Private Limited

During the financial year ended on March 31, 2017, the JV clocked sales of Rs 2,015.96 million (previous year Rs 1,772.36 million) and is now at break-even levels.

With consumer demand increasing for mobile data services and e commerce, it is hoped that the fiber penetration in India will improve. Further, Government initiatives such as Bharat Net and Digital India are expected to add buoyancy to demand. Demand for better quality and feature rich products is on the increase and the JV expects to capitalize on the same. Your Company''s participation in the JV''s equity at the end of FY 2016-17 remains at Rs17.5 million.

EMPLOYEES

Your Company recognizes the importance of a motivated and skilled human resource. Your Company endeavors to create a challenging and favorable work environment that encourages entrepreneurial behavior, innovation and the drive towards business excellence. Several skilled based training programs were conducted during the year with the help of external consultants, especially for the staff in Sales and Marketing functions. Your Company is also in the process of revamping its hiring and appraisal processes in line with benchmarked practices in industry.

Industrial relations continued to be cordial during the year.

The Company had 1,748 permanent employees on its rolls as on 31st March, 2017 (previous year 1,694 permanent employees as on 31st March, 2016).

Particulars of employees and related disclosures:

In terms of provisions of Section 197(12) of Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annexure E to this Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure F to this Report.

KEY MANAGERIAL PERSONNEL

The following persons continued as Key Managerial Personnel during the year 2016-17:

Name Title

Mr. D K Chhabria Executive Chairman

Mr. Mahesh Viswanathan Executive Director & CFO

Mr. R G D''Silva Company Secretary & President (Legal)

CORPORATE GOVERNANCE

Your Company is in full compliance with the Corporate Governance guidelines as set out in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is committed to good corporate governance laying a strong emphasis on transparency, accountability and integrity. All Directors and Senior Management employees have confirmed in writing their adherence to the Company''s Code of Conduct.

A separate report on Corporate Governance (Annexure B) is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance with conditions of Corporate Governance as Annexure C, as mandated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report. A Certificate of the Chief Executive Officer and Chief Financial Officer of the Company in terms of Regulation 17(8), Part B Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee is also annexed.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR’)

During the year, your Company had approved an expenditure of Rs 39.0 million towards construction of a building / hall for a self- help group to promote self-employed women, multipurpose training hall to be used by the police department, improvement of health care at rural areas, improvement in school infrastructure at places where the Company is located and provision of sewage treatment facility. While this amount was approved in 2016-17, the actual spend in the year 2016-17 was Rs.15.8 million and the balance amount is to be spent in the year 2017-18.

The annual report on CSR activities of the Company for the year under review is set out in Annexure J forming part of this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the relevant Rules framed there under and of the Articles of Association of the Company, Mr. Mahesh Viswanathan (DIN: 02780987) retires by rotation at the ensuing Annual General Meeting and, being eligible offers himself for re-appointment. The Board recommends his re-appointment. The requisite details regarding his re-appointment are set out in the Notice for the ensuing Annual General Meeting.

At its meetings held on 14th February, 2017 and 30th May, 2017 the Board appointed Mr. Sumit N Shah (DIN: 00036387) and Mr. Shishir Lall (DIN: 00078316), respectively as Additional Directors on the Board. Each of these individuals hold office as such till conclusion of the ensuing Annual General Meeting of the Company. Further, at its meeting held on 30th May, 2017, the Board has, pursuant to the recommendation of the Nomination and Remuneration Committee, recommended to the Members of the Company that Mr. Sumit N Shah and Mr. Shishir Lall, Additional Directors be appointed as Independent Directors on the Board for a period of five years commencing from the date of their appointment as such by the Members at the ensuing Annual General Meeting of the Company.

Mr. Atul C Choksey (DIN: 00002102) aged about 65 years and Mr. Adi J Engineer (DIN: 00016320) aged about 79 years, both being Independent Directors, ceased due to resignation due to their other commitments and age. The Board places on record its deep appreciation of the valuable contribution made by each of these Directors during their respective tenures on the Board of Directors of the Company.

COMPLIANCE UNDER THE COMPANIES ACT, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules of 2014, your Company complied with the requirements. The details of such compliances are enumerated below:

1. Extract of Annual Return: An extract of the Annual Return in Form MGT9 as on March 31, 2017 is enclosed as Annexure D to this Report.

2. Number of meetings of the Board: The Board met on 4 occasions during the year. Details of the meetings are furnished in the Report on Corporate Governance which is attached as Annexure B to this Report.

3. Directors’ Responsibility Statement: Pursuant to Sections 134(3)(c) and 134(5) of the Companies Act, 2013, (the “Act”), the Directors, to the best of their knowledge and belief and according to the information and explanations provided to them, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(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 the 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;

(e) 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.

4. Remuneration and Nomination Policy: The Board of Directors has framed the policy which lays down a framework in relation to Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Executives of the Company including the criteria for determining qualifications, selection and appointment. Further details are provided in the Corporate Governance Report which is attached as Annexure B to this Report.

5. Board Evaluation: Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, independent directors at their meeting dated 30th May 2017, without the participation of the non-independent directors and Management, considered and evaluated the Board''s performance, performance of the Chairman and other non-independent directors. The evaluation was performed taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed its satisfaction with the evaluation process.

6. Particulars Of Loans, Guarantees Or Investments Under Section 186 Of The Companies Act, 2013: During the year, an investment of Rs.196.0 million was made in the equity of the Company''s Joint Venture - M/s Finolex J-Power Systems Private Limited.

7. Contracts Or Arrangements With Related Parties: All transactions entered into by the Company with related parties were in the ordinary course of business and on an arm''s length basis. Each of these transactions were reviewed by the Audit Committee prior to being entered into and where necessary, was approved by the Board of Directors and members. In respect of transactions of a repetitive nature, an omnibus approval was obtained from the Audit Committee and Members where necessary. At every quarterly meeting, the Audit Committee reviews the transactions that were entered into during the immediately preceding period. Details of related party transactions have been disclosed under Note 34 to the financial statements. Details of the same are also reproduced in Form AOC 2 which is attached as Annexure F to this Report. The Company''s Policy on transactions with related parties as approved by the Board is also available on the website of the Company at www.finolex.com.

8. Material Changes And Commitments Affecting The Financial Position Of The Company Which Have Occurred Between March 31, 2017 And May 30, 2017 (Date Of This Report): There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31, 2017) and date of this Report (May 30, 2017).

9. Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status Of The Company: There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company and the Company''s operations in the future.

10. Adequacy Of Internal Financial Controls With Reference To The Financial Statements: Having Regard To Rule 8 (5) (Viii) Of The Companies (Accounts) Rules, 2014, The Details In Respect Of Adequacy Of Internal Financial Controls With Reference To The Financial Statements Of The Company Are As Follows :

Your Company maintains appropriate systems of internal control including monitoring procedures. These internal control systems ensure reliable and accurate financial reporting, safeguarding of assets, keeping constant check on cost structure and adhering to management policies. The internal controls are commensurate with the size, scale and complexity of our operations and facilitate timely detection of any irregularities and early remedial steps against factors such as loss from unauthorized use and disposition. Company policies, guidelines and procedures provide for adequate checks and balances which are meant to ensure that all transactions are authorized, recorded and reported correctly. The internal controls are continuously assessed and improved / modified to meet changes in business conditions, statutory and accounting requirements

Constant monitoring of the effectiveness of controls is ensured by periodical audits performed by an in-house internal audit team as well as assignments entrusted to M/S Ernst & Young. Both these teams in their respective assignments test and review controls, challenge business processes for their robustness and benchmark practices in line with industry norms.

At the entity level, it has been decided that the Company''s internal control mechanism would follow the COSO framework. At individual business levels, the existing controls are being strengthened by the adoption of an electronic tool which will provide for review, monitoring and reporting of the various control mechanism both at a location and functional level prior to being periodically certified by its robustness by the Management.

The Audit Committee regularly meets and reviews the results of the various internal control audits both with the Auditors as well as with the respective Auditees. The Audit Committee is apprised of the findings as well as the corrective actions that are taken. Periodical meetings between the Audit Committee and the Company Management also ensure the necessary checks and balances that may need to be built into the control system.

11. Risk Management Policy: Your Company has set up a Risk Management Committee of the Board of Directors which comprises Dr. H S Vachha, Mr. Sanjay Asher, Mr. D K Chhabria and Mr. Mahesh Viswanathan. More details of the risks faced by the Company are available in the Management Discussion & Analysis Report which, pursuant to Clause 49 (VIII) (D) of the Listing Agreement, is attached as Annexure A to this Report.

12. Vigil Mechanism / Whistle Blower Policy: As required under Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Boards and its Powers) 2014 and Clause 49 of the Listing Agreement, the Company has adopted a policy on vigil mechanism / whistle blower. The policy provides direct access to the Chairman of the Audit Committee in case any employee should choose to report or bring up a complaint. Your Company affirms that no one has been denied access to the Chairman of the Audit Committee and also that no complaints were received during the year. Brief details about the policy are provided in the Corporate Governance Report which is attached as Annexure B to this Report. Also, the policy is available at the Company''s website.

13. Prevention Of Sexual Harassment Policy: The Company has in place a policy on prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints were received by the Company relating to sexual harassment.

AUDITORS

M/S B. K. Khare & Company, Chartered Accountants (Firm Registration Number: 105102W), Auditors of your Company, hold office until conclusion of the ensuing Annual General Meeting. Since they have completed 10 years as Statutory Auditors of the Company, the law requires a mandatory change of Auditors. Your Directors recommend the appointment of M/s Deloitte Sells and Haskins to be the next Statutory Auditors - they, as required under the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, have confirmed their consent as well as eligibility to act as Auditor of the Company.

The Audit Committee and the Board of Directors have recommended the appointment of the Auditors for the financial year 2017-18. Necessary resolution is being placed before the Members for approval.

COST AUDIT

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) rules of 2014 as amended from time to time, your Company has been carrying out an audit of cost records every year. In respect of the financial year 2016-17, at the previous AGM, members had approved of the appointment of M/S Joshi Apte & Associates as Cost Auditor at a remuneration of Rs. 5.0 lacs plus GST, as applicable, and reimbursement of out of pocket expenses. Their work will commence shortly and their report would be filed with MCA on or before the due date.

The Cost Audit Report was filed for the financial year 2015-16 was filed prior to its due date in September 2016.

SECRETARIAL AUDIT

In accordance with the provisions of Section 204 of the Companies Act, 2013, and the rules made hereunder, M/S SVD & associates, a firm of Company Secretaries in practice, was appointed to conduct the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark or disclaimer made by them.

Their Report is attached as Annexure H to this Report.

LISTING OF SECURITIES

Your Company''s equity shares are listed on the two premier stock exchanges of the country namely Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Your Company had issued Global Depository Receipts which are listed on the Luxembourg Stock Exchange. Your Company''s non-convertible debentures are listed on wholesale debt market segment of the National Stock Exchange of India Limited.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this Report as Annexure I.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of the Companies Act, 2013 (the “Act”) read with Rule 5 sub rules (2 and 3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the “Rules”) forms part of this Report. However, as per the provisions of Section 136(1) of the Act, the Report and Accounts are being sent to the members, excluding the statement of particulars of employees under the Rules of the Act. Any shareholder desirous of obtaining a copy of the said statement may write to the Company Secretary & President (Legal) at the Registered office of the Company.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Annexures may contain forward looking statements within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied. Various factors including commodity prices, cyclical demand, changes in Government regulations, tax laws, general economic development could all have a bearing on the Company''s operations and would impact eventual results.

ACKNOWLEDGEMENTS

Your Directors are grateful to the Central and State Governments, Statutory Authorities, Local Bodies, Banks and Financial institutions for their continued support and cooperation. Your Directors warmly acknowledge the trust and confidence reposed in your Company by its channel partners, dealers, customers and construction organizations in supporting its business activities and growth. Your Directors express their gratitude to the other business associates for their unstinting support. Your Directors value the commitment and contribution of the employees towards the Company. Last but not the least, your Directors are thankful to the Members for extending their constant trust and for the confidence shown in the Company.

For and on behalf of the Board of Directors

D.K. Chhabria

Executive Chairman

Pune

Dated: 30th May 2017


Mar 31, 2016

The Directors are pleased to present their 48th Annual Report and Audited Accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS: (Rs. in million)

Standalone Standalone Consolidated

2016 2015 2016

Income 25,251.8 25,075.6 26,078.2

Profit Before Interest, Depreciation, Exceptional Items and Tax 4,025.6 3,175.1 4,164.5

Less : Interest 89.5 129.2 124.7

Less : Depreciation 572.3 639.6 613.9

Profit Before Exceptional Items and Tax 3,363.9 2,406.2 3,425.9

Exceptional Items(Loss)/Gain - 225.2 -

Profit Before Tax 3,363.9 2,631.5 3,425.9

Less : Provision for Taxation

(a) Current Tax 1,033.7 619.0 1,033.7

(b) Deferred Tax (70.6) 26.2 (70.6)

(c) MAT Credit - - -

(d) Taxes of Earlier Year (87.7) (0.3) (87.8)

Share of profit/ (loss) of Associate - - 773.9

Profit After Tax 2,488.4 1,986.6 3,324.5

BACKGROUND

In a year that has seen a moderation of global growth from 3.4% to 3.1%, India came off as one of the better performers. The IMF has repeatedly said in the recent past that India is a "bright spot" amidst a slowing global economy. That our local economy has been able to sustain a growth of 7.6% in a year that saw a very poor monsoon (rainfall deficiency of 13%) is a testimony to the Government''s and RBI''s focus on containing inflation, reigning in the CAD, managing the overall budget deficit within the promised 3.9%, of course still supported by soft commodity prices and a reasonably stable currency. While the deficiency in monsoon has impacted the growth of rural economy, and export volumes continued to decline, some green shoots have been observed and overall economic fundamentals have started to improve in recent months. In your Company''s case, volume expansion has been very visible in the second half of the year. The focus that the Government''s budget of 2016-17 provides on infrastructure spending (a planned 22.5% hike from earlier levels), as well as progress on the previously announced programmes such as the various Industrial Corridors, Railways Investments, Smart City Initiatives, Digital Connectivity and Make in India, Power generation thru non-conventional energy sources, etc., augur well for your Company''s chosen areas in the near and medium terms.

OPERATIONS

OVERALL: Growth remained flat in revenue terms for the year under review. As members are aware, your Company''s revenue is linked to commodity prices and the year continued to be "soft" as regards commodity prices. Copper prices were down by about 20% at the end of the year as compared to March 2015. Volume growth was, however, robust during the year. Volumes were higher in all product lines - as compared to the previous year, Electrical Wires grew by 12%, Flexible Wires by 20%, Power Cables by 19%, and all Communication Cables by over 35%.

In terms of outlook for the upcoming year, the recent budget announced by the Government has allocated a substantial increased outlay on infrastructure related spending. Programs such as Railway and Industrial Corridors, Smart City initiatives, Digital Connectivity via Bharat Net etc are beginning to take shape; the Government''s initiative in the Power Sector with the UDAY program is gaining acceptance; the push towards generating clean energy is starting to yield results. It is expected that some of these projects would reach the execution stage in the coming year and that would be positive to your Company''s position in product lines such as Electrical Cables for various applications, as well as Optical Fiber Cables.

Income for the year under review was higher at Rs. 25,251.8 million (previous year Rs. 25,075.6 million) representing a growth of 1% over the previous year. Your Company has recorded a Net Profit before Tax of Rs. 3,363.8 million as against Rs. 2,631.5 million in the previous year - a growth of 28%.

Highlights of the performance are discussed in detail in the Management Discussion and Analysis Report (MDAR) attached as Annexure A to this Report.

EXPORTS: Due to the depressed market situation, overseas FOB value of exports for the year was Rs. 416.5 million (Previous year''s export value of Rs. 539.5 million).

FINANCE

Your Company''s short term debt programs continue to enjoy the highest ratings from CRISIL. Since the last few years, these have been accorded the A1 rating. Your Company retained the AA /stable rating for its Rs.500 million long term non-convertible debentures program as well as on the long term loans currently outstanding.

During the 3rd quarter of the year, your Company redeemed its outstanding non-convertible debentures of Rs 500 million. Post this redemption, only a small portion of one long term loan remains outstanding.

Financial costs have been contained to the minimum required levels. The Company continues to meet all its financial commitments in a timely manner.

FIXED DEPOSITS

Your Company has stopped accepting deposits from the year 2003 and accordingly, no fixed deposits have been accepted during the year under review.

DIVIDEND

Considering the business situation, your Directors have pleasure in recommending a dividend on equity shares of 125%. The amount thereof per equity share will be Rs 2.50. The total dividend outgo (including dividend tax) will be Rs.460.2 million. Included in the above recommendation is a special dividend of 25% (Rs 0.50 per share) as homage to late Shri. P. P. Chhabria, Founder Promoter of your Company.

Payment of Dividend is subject to the approval of the members at the ensuing Annual General Meeting.

EXPANSION & NEW PRODUCTS

As mentioned in our previous report, the switchgear facility in Roorkee has been awaiting approval from BIS prior to market release. This is now expected in the coming months and the product launch is now planned for Q2, 2016-17.

Your Company announced in Q2, 2015-16 that it was entering the Fan segment - members will be pleased to know that a completely new range of fans, specially designed for your Company, has been introduced in the market in May 2016. While the current introduction targets all price segments, it is the intention of your Company to constantly innovate and bring new and meaningful designs to the market from time to time. These new products are expected to open up a new growth area for your Company as well as take it on the path of being an Electrical Products and Solutions Company eventually.

Anticipating and catering to market demand has been a hallmark of your Company - in this connection, capacity additions were made in several product lines - LAN/Coaxial/specialty cables for security applications all currently operate at increased capacities and are poised to capture market growth in these areas.

In the pipeline for 2016-17 are new products from the Lighting/Lamp business, electrical cables for solar and automobile applications and an entirely new range of switches etc.

JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, the statement containing salient features of the financial statements of the Company''s Joint Ventures / Associates (in form AOC-1) is attached to this Report as Annexure I.

Finolex J-Power Systems Private Limited

With the government''s emphasis on improving investments in the infrastructure sector beginning with Roads, Ports and Railways, followed by Energy sector, it is expected that more tenders would be floated and hence the JV expects to participate and see a favorable order book.

The year has been very positive for company in terms of market penetration, improved reach and attaining visibility by relationship building with the customer base and the same is reflected in terms of the JV''s ability to participate in company tenders. Tender participation and enquiry register has grown six fold. The challenge remains in terms of meeting pre-qualification requirements and on the export front where overseas third party certifications are mandated. Because of several representations made by the JV, it has been successful in persuading various State and Central Government utilities & Public Sector undertakings to accept credentials of the JV partners; it has been successful in participating in majority of tenders. While the level of tender participation has improved, the tender conclusion process is still very slow and the JV is awaiting the results in most tenders that it has participated in.

Thus, it is estimated that the JV will still take some time before it becomes profitable and will need financial support in the form of equity infusion until then. While the long term outlook of the JV is positive, in the short term, there is an erosion of net worth in the JV. Taking a prudent view of the same, an amount of Rs. 194.5 million has been recognized as a diminution in the value of investment. During the year, your Company injected equity of Rs. 232.8 million, taking the Company''s participation up to Rs. 982.5 million at the end of FY 2015-16.

Corning Finolex Optical Fibre Private Limited

During the year, the JV realized revenues of Rs. 1,596.6 million against Rs. 1,581.3 million in the previous year. Profitability, however, is yet to improve and the JV is currently at break-even levels. With consumer demand increasing for mobile data services and e commerce, it is hoped that the fiber penetration in India will improve. Further, Government initiatives such as Bharat Net and Digital India are expected to add buoyancy to demand. Demand for better quality and feature rich products is on the increase and the JV expects to capitalize on the same. Your Company''s participation in the JV''s equity at the end of FY 2015-16 remains at Rs 17.5 million.

EMPLOYEES

Your Company recognizes the importance of a motivated and skilled human resource. Your Company endeavors to create a challenging and favorable work environment that encourages entrepreneurial behavior, innovation and the drive towards business excellence. Several skilled based training programs were conducted during the year with the help of external consultants, especially for the staff in Sales and Marketing functions. Your Company is also in the process of revamping its hiring and appraisal processes in line with benchmarked practices in industry.

Industrial relations continued to be cordial during the year.

The Company had 1,694 permanent employees on its rolls as on 31st March, 2016 (previous year 1,531 permanent employees as on 31st March, 2015).

Particulars of employees and related disclosures:

In terms of provisions of Section 197(12) of Companies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annexure E to this Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure F to this Report.

KEY MANAGERIAL PERSONNEL

The following persons continued as Key Managerial Personnel during the year 2015-16:

Name Title

Mr. D K Chhabria Executive Chairman

Mr. Mahesh Viswanathan Executive Director & CFO

Mr. R G D''Silva Company Secretary & President (Legal)

CORPORATE GOVERNANCE

Your Company is in full compliance with the Corporate Governance guidelines as set out in Clause 49 of the Listing Agreement and is committed to good corporate governance laying a strong emphasis on transparency, accountability and integrity. All Directors and Senior Management employees have confirmed in writing their adherence to the Company''s Code of Conduct.

A separate report on Corporate Governance (Annexure B) is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance with conditions of Corporate Governance as Annexure C, as mandated under Clause 49 of the Listing Agreement. There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report. A Certificate of the Chief Executive Officer and Chief Financial Officer of the Company in terms of Clause 49 (IX) of the Listing Agreement, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee is also annexed.

CORPORATE SOCIAL RESPONSIBILITY (''CSR'')

As in the past, your Company continues to serve the community around it. Members will recall that during the previous year, your Company had approved an expenditure of Rs. 30.0 million towards construction of an additional building in an engineering college supported by the Company. While this amount was approved in 2014-15, the actual spend was to happen in 2015-16 - we are pleased to state that this project has been successfully completed and the college now boasts of an excellent building with state of art class rooms. Keeping in mind the projected growth in student population in the college, your Company in 2015-16 sanctioned a further sum of Rs. 30.0 million from its CSR funds for the construction of an additional block - the cash flow on this project will happen in 2016-17.

The annual report on CSR activities of the Company for the year under review is set out in Annexure J forming part of this report.

DIRECTORS

Mr. P.P. Chhabria, founder promoter of your Company, breathed his last on 5th May 2016 after a brief illness. He had been the guiding factor, in the growth of your Company right from its formative years all the way through the present time. He believed that "Each morning we are born again to work hard and live another beautiful journey". His pioneering effort, dedication to promoting and marketing a quality product, ability to connect with customers and other stakeholders, encouragement that he provided to employees are qualities that have helped your Company immensely during the period of his association. His presence will be missed, but it would be endeavor of the Board to ensure that his values are continued. Your Directors wish to place on record his valuable contribution to the Company.

In accordance with the provisions of the Companies Act, 2013 and relevant Rules framed there under and the Articles of Association of the Company, Mrs. Namita Vikas Thapar [DIN: 05318899] retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment. The Board recommends her re-appointment as Woman Director on the Board of Directors of the Company.

COMPLIANCE UNDER THE COMPANIES ACT, 2013

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules of 2014, your Company complied with the requirements. The details of such compliances are enumerated below:

1. Extract of Annual Return: An extract of the Annual Return in Form MGT9 as on March 31, 2016 is enclosed as Annexure D to this Report.

2. Number of meetings of the Board: The Board met on 4 occasions during the year. Details of the meetings are furnished in the Report on Corporate Governance which is attached as Annexure B to this Report.

3. Directors'' Responsibility Statement: Pursuant to Sections 134(3)(c) and134(5) of the Companies Act, 2013, (the "Act"), the Directors, to the best of their knowledge and belief and according to the information and explanations provided to them, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

(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 the 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;

(e) 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.

4. Remuneration and Nomination Policy: The Board of Directors has framed the policy which lays down a framework in relation to Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Executives of the Company including the criteria for determining qualifications, selection and appointment. Further details are provided in the Corporate Governance Report which is attached as Annexure B to this Report.

5. Board Evaluation: Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, independent directors at their meeting dated 10th February 2016, without the participation of the non-independent directors and Management, considered and evaluated the Board''s performance, performance of the Chairman and other non-independent directors. The evaluation was performed taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed its satisfaction with the evaluation process.

6. Particulars Of Loans, Guarantees Or Investments Under Section 186 Of The Companies Act, 2013: During the year, an investment of Rs. 232.8 million was made in the equity of the Company''s Joint Venture - M/s Finolex J-Power Systems Pvt. Limited.

7. Contracts Or Arrangements With Related Parties: All transactions entered into by the Company with related parties were in the ordinary course of business and on an arm''s length basis. Each of these transactions was reviewed by the Audit Committee prior to being entered into and where necessary, was approved by the Board of Directors and members. In respect of transactions of a repetitive nature, an omnibus approval was obtained from the Audit Committee and Members where necessary. At every meeting, the Audit Committee reviews the transactions that were entered into during the immediately preceding period. Details of related party transactions have been disclosed under Note 36 to the financial statements. Details of the same are also reproduced in Form AOC 2 which is attached as Annexure F to this Report. The Company''s Policy on transactions with related parties as approved by the Board is also available on the website of the Company at www.finolex.com.

8. Material Changes And Commitments Affecting The Financial Position Of The Company Which Have Occurred Between March 31, 2016 And May 26, 2016 (Date Of This Report):There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31, 2016) and date of this Report (May 26, 2016)

9. Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status Of The Company: There are no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company and the Company''s operations in the future.

10. Adequacy Of Internal Financial Controls With Reference To The Financial Statements:

Having regard to Rule 8 (5) (viii) of the Companies (Accounts) Rules, 2014, the details in respect of adequacy of internal financial controls with reference to the financial statements of the Company are as follows :

Your Company maintains appropriate systems of internal control including monitoring procedures. These internal control systems ensure reliable and accurate financial reporting, safeguarding of assets, keeping constant check on cost structure and adhering to management policies. The internal controls are commensurate with the size, scale and complexity of our operations and facilitate timely detection of any irregularities and early remedial steps against factors such as loss from unauthorized use and disposition. Company policies, guidelines and procedures provide for adequate checks and balances which are meant to ensure that all transactions are authorized, recorded and reported correctly. The internal controls are continuously assessed and improved / modified to meet changes in business conditions, statutory and accounting requirements.

Constant monitoring of the effectiveness of controls is ensured by periodical audits performed by an in-house internal audit team as well as assignments entrusted to M/S Ernst & Young. Both these teams in their respective assignments test and review controls, challenge business processes for their robustness and benchmark practices in line with industry norms.

At the entity level, it has been decided that the Company''s internal control mechanism would follow the COSO framework. At individual business levels, the existing controls are being strengthened by the adoption of an electronic tool which will provide for review, monitoring and reporting of the various control mechanism both at a location and functional level prior to being periodically certified by its robustness by the Management.

The Audit Committee regularly meets and reviews the results of the various internal control audits both with the Auditors as well as with the respective Auditees. The Audit Committee is apprised of the findings as well as the corrective actions that are taken. Periodical meetings between the Audit Committee and the Company Management also ensure the necessary checks and balances that may need to be built into the control system.

11. Risk Management Policy: Your Company has set up a Risk Management Committee of the Board of Directors which comprises Dr. H S Vachha, Mr. Sanjay Asher, Mr. D K Chhabria and Mr. Mahesh Viswanathan. More details of the risks faced by the Company are available in the Management Discussion & Analysis Report which, pursuant to Clause 49 (VIII) (D) of the Listing Agreement, is attached as Annexure A to this Report.

12. Vigil Mechanism / Whistle Blower Policy: As required under Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Boards and its Powers) 2014 and Clause 49 of the Listing Agreement, the Company has adopted a policy on vigil mechanism / whistle blower. The policy provides direct access to the Chairman of the Audit Committee in case any employee should choose to report or bring up a complaint. Your Company affirms that no one has been denied access to the Chairman of the Audit Committee and also that no complaints were received during the year. Brief details about the policy are provided in the Corporate Governance Report which is attached as Annexure B to this Report. Also, the policy is available at the Company''s website.

13. Prevention Of Sexual Harassment Policy:

The Company has in place a policy on prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints were received by the Company relating to sexual harassment.

AUDITORS

M/S B. K. Khare & Company, Chartered Accountants (Firm Registration Number: 105102W), Auditors of your Company, hold office until conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Further as required under the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, M/S B. K. Khare & Company have confirmed their consent as well as eligibility to act as Auditor of the Company.

The Audit Committee and the Board of Directors have recommended the appointment of the Auditors for the financial year 2016-17. Necessary resolution is being placed before the Members for approval.

COST AUDIT

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) rules of 2014 as amended from time to time, your Company has been carrying out an audit of cost records every year. In respect of the financial year 2015-16, at the previous AGM, members had approved of the appointment of M/S. Joshi Apte & Associates as Cost Auditor at a remuneration of Rs. 4.5 lakhs plus service tax, as applicable, and reimbursement of out of pocket expenses. Their work will commence shortly and their report would be filed with MCA on or before the due date.

The Cost Audit Report was filed for the financial year 2014-15 was filed prior to its due date in September 2015.

SECRETARIAL AUDIT

In accordance with the provisions of Section 204 of the Companies Act, 2013, and the rules made there under, M/S. S.V. Deulkar & Co., a firm of Company Secretaries in practice was appointed to conduct the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark or disclaimer made by them.

Their Report is attached as Annexure G to this Report.

LISTING OF SECURITIES

Your Company''s equity shares are listed on the two premier stock exchanges of the country namely Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Your Company had issued Global Depository Receipts which are listed on the Luxembourg Stock Exchange. Your Company''s non-convertible debentures are listed on wholesale debt market segment of the National Stock Exchange of India Limited.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this Report as Annexure I.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of the Companies Act, 2013 (the "Act") read with Rule 5 sub rules (2 and 3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the "Rules") forms part of this Report. However, as per the provisions of Section 136(1) of the Act, the Report and Accounts are being sent to the members, excluding the statement of particulars of employees under the Rules of the Act. Any shareholder desirous of obtaining a copy of the said statement may write to the Company Secretary & President (Legal) at the registered office of the Company.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Annexure may contain forward looking statements within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied. Various factors including commodity prices, cyclical demand, changes in Government regulations, tax laws, general economic development could all have a bearing on the Company''s operations and would impact eventual results.

ACKNOWLEDGEMENTS

Your Directors are grateful to the Central and State Governments, Statutory Authorities, Local Bodies, Banks and Financial institutions for their continued support and cooperation. Your Directors warmly acknowledge the trust and confidence reposed in your Company by its channel partners, dealers, customers and construction organizations in supporting its business activities and growth. Your Directors express their gratitude to the other business associates for their unstinting support. Your Directors value the commitment and contribution of the employees towards the Company. Last but not the least, your Directors is thankful to the Members for extending their constant trust and for the confidence shown in the Company.



For and on behalf of the Board of Directors

Pune D.K. Chhabria

Dated: 26th May 2016 Executive Chairman


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty- Fourth Directors' Report of your Company along with the financial statements for the financial year ended 31st March, 2015.

1. OPERATING RESULTS

Certain key aspects of your Company's performance during the financial year ended 31st March, 2015, as compared to the previous financial year are summarised below:

(Rs. in Lacs)

Particulars Standalone

Year Ended Year Ended

31.03.2015 31.03.2014

Income for the year 20,144.23 16,665.00

Profit before Interest, Depreciation 7,799.21 9,259.72 and Tax

Finance Charges (1,635.50) (1,337.32)

Profit before Depreciation and Taxes 6,163.71 7,922.40

Depreciation & Amortisation (1,190.13) (545.48)

Provisions for Taxation/ Deferred Tax (2,110.51) (1,278.47)

Prior Period Items / Exceptional Items 326.66 114.92

Minority Interest & Profit from Associate - - Company

Net Profit for the Current Year 3,189.73 6,213.37

Earlier Years Balance Brought forward 16,140.41 11,122.01

Net Profit available for Appropriation 19,330.14 17,335.38

Appropriation:

Proposed Dividend on Equity Shares (230.66) (568.94)

Dividend Distribution Tax 0.87 (4.69)

Dividend on Equity Shares (5.49) -

Additional Depreciation (1.43) -

Transfer to General Reserves - (621.34)

Due to Merger Effect - -

Amount Transfer to Minority - -

Balance carried to Balance Sheet 19,093.43 16,140.41

(Rs. in Lacs)

Particulars Consolidated

Year Ended Year Ended

31.03.2015 31.03.2014

Income for the year 30,739.61 58,979.56

Profit before Interest, Depreciation 7,395.46 18,129.01 and Tax

Finance Charges (5,130.27) (3,342.94)

Profit before Depreciation and Taxes 2,265.19 14,786.07

Depreciation & Amortisation (3,468.80) (1,655.83)

Provisions for Taxation/ Deferred Tax (1,082.92) (5,202.08)

Prior Period Items / Exceptional Items (487.59) (1,426.27)

Minority Interest & Profit from Associate 496.97 (2,970.67) Company

Net Profit for the Current Year (2,277.14) 3,531.22

Earlier Years Balance Brought forward 17,670.05 18,197.94

Net Profit available for Appropriation 15,392.91 21,729.16

Appropriation:

Proposed Dividend on Equity Shares (230.66) (568.94)

Dividend Distribution Tax 0.87 (4.69)

Dividend on Equity Shares (5.49) -

Additional Depreciation 14.09 -

Transfer to General Reserves - (621.34)

Due to Merger Effect - (3,475.73)

Amount Transfer to Minority (741.01) 611.59

Balance carried to Balance Sheet 14,430.71 17,670.05

2. DIVIDEND:

Your Directors recommend for approval of the Members at the ensuing Annual General Meeting, a dividend of Rs. 0.10/- per Equity Share (10%) of Rs. 1/- each, for the financial year ended 31st March, 2015 (previous year Rs. 0.25/- per Equity Share of nominal value of Rs. 1/- each). The dividend will be paid in compliance with the applicable rules and regulations.

3. SHARE CAPITAL

During the year, the Company has issued and allotted 30,87,600 Equity Shares of the Company to eligible employees on exercise of options granted under Employee Stock Option Scheme. Consequently, the issued, subscribed and paid-up capital of the Company has increased from 22,75,76,504 Equity Shares of Rs. 1/- each to 23,06,64,104 Equity Shares of Rs. 1 /- each.

4. OVERVIEW OF OPERATIONS:

During the year under review, your Company recorded a total income of Rs. 30,739.61 Lacs (Consolidated) and Net Loss of Rs. 2,277.14 Lacs (Consolidated). For further information, kindly refer to Management Discussion and Analysis Report, forming a part of this Annual Report.

5. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, is appended as Annexure I to this Annual Report.

6. NUMBER OF MEETINGS OF THE BOARD

The Board met four times in financial year 2014-15 viz., on 28th May, 2014, 28th July, 2014, 16th October, 2014 and 26th January, 2015.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2015 and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for financial year ended 31st March, 2015 on a 'going concern' basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

9. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of Companies Act, 2013, is appended as Annexure II to this Annual Report.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under section 2(76) of the Companies Act, 2013 read with the Companies (Specification and Definitions Details), Rules, 2014 in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder and Clause 49 of the Listing Agreement. During the financial year 2014-15, transactions with related parties which qualify as material transactions under the Listing Agreement are given in Form AOC - 2 of the Companies (Accounts) Rules, 2014 in Annexure III to this Annual Report.

The details of related party transactions as required under Accounting Standard-18 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.

Policy on related party transactions is available on Company's website and same may be accessed on the Company's website at the link: http://www.deltacorp.in/pdf/related-partv-transaction-policv.pdf.

12. MATERIAL CHANGES AND COMMITMENTS 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 statements relate and the date of the Report.

13. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure IV to this Annual Report.

14. BUSINESS RISK MANAGEMENT

Pursuant to Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee (RMC). The Committee comprises of Mr. Ashish Kapadia, Mr. Rajesh Jaggi and Dr. Vrajesh Udani. Terms of reference of Risk Management Committee are as follows:

1. To lay down a framework for identification, measurement, analysis, evaluation, prioritization, mitigation & reporting of various risks in line with the Risk Management Policy of the Company.

2. To review the strategies, policies, frameworks, models and procedures that lead to the identification, measurement, reporting and mitigation of various risks.

3. To implement risk mitigation plans in the interest of the Company

4. To help the Board define the risk appetite of the organization and to ensure that the risk is not higher than the risk appetite determined by the Board.

5. To safeguard Company's properties, interests, and interest of all stakeholders.

6. To evolve the culture, processes and structures that are directed towards the effective management of potential opportunities and adverse effects, which the business and operations of the Company are exposed to.

7. To optimize a balance between the cost of managing risk and the anticipated benefits.

8. To monitor the effectiveness of risk management functions throughout the organization. Ensure that infrastructure, resources and systems are in place for risk management and are adequate to maintain a satisfactory level of risk management discipline.

9. To create awareness among the employees to assess risks on a continuous basis and to ensure that risk awareness culture is pervasive throughout the organization.

10. To review issues raised by Internal Audit that impact the risk management framework.

11. To review and approve risk disclosure statements.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company's business.

15. CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as Annexure V to this Annual Report.

16. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy for Directors and Employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is posted on the Company's website www.deltacorp.in

17. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination, Remuneration and Compensation Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated 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.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

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. The Nomination, Remuneration and Compensation Committee also reviewed the performance of the Board, its Committees and of the Directors.

18. SUBSIDIARY COMPANIES

The Company as on 31st March, 2015, has 12 direct subsidiaries, 8 step down subsidiaries, 1 joint venture and 1 associate company. During the year under review Delta Holdings (USA) Inc. ceased to be a subsidiary of the Company. No company has become/ceased to be a joint venture or associate during the financial year 2014-15.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. A report on the performance and financial position of each of the subsidiaries, associate and joint venture company as per the Companies Act, 2013 is provided in the financial statement and hence not repeated here for the sake of brevity.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Company's website www.deltacorp.in. These documents will also be available for inspection during working hours at our Registered Office of the Company.

Further, the Company has 1 material non-listed Indian subsidiary as defined under Clause 49 of the Listing Agreement, viz. an unlisted subsidiary incorporated in India, whose income or net worth (i.e. paid-up capital and free reserves) exceeds 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http://www.deltacorp.in/pdf/policy-for-determining-material- subsidiaries.pdf.

19. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

During the year under review, the Company has not accepted any deposit from the public.

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

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

21. INTERNAL CONTROL SYSTEM

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company's policies, safeguarding of Company's assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 152(6)(e) of the Companies Act, 2013, Mr. Ashish Kapadia (DIN: 02011632), Managing Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors of the Company vide circular resolution dated 10th March, 2015 have appointed Dr. Vrajesh Udani (DIN: 00021311) as an Additional Director designated as Independent Director of the Company in accordance with the provisions of Section 161 of the Companies Act, 2013 and Rules made thereunder. He holds the office as an Additional Director upto the date of the ensuing Annual General Meeting of the Company. The Company has received a notice from a member, proposing his appointment at the ensuing Annual General Meeting, as an Independent Director of the Company, in accordance with provisions of Section 149 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, read with Schedule IV of the Companies Act, 2013.

Mr. Ashish Kapadia, Managing Director (DIN: 02011632), and Mr. Hitesh Kanani, Company Secretary of the Company are the Key Managerial Personnel as per the provisions Section 203 of the Companies Act, 2013 and Rules made thereunder and were already in office before the commencement of the Companies Act, 2013. Further, during the year pursuant to provisions Section 203 of the Companies Act, 2013 and Rules made thereunder, Mr. Hardik Dhebar was appointed as Key Managerial Personnel of the Company, designated as Chief Financial Officer of the Company w.e.f 28th July, 2014.

Mr. Mahesh Gupta (DIN: 00046810), Mr. Rajeev Piramal (DIN: 00044983) and Mr. Prakash Chabria (DIN: 00016017) resigned as Directors of the Company w.e.f. 10th September, 2014, 26th September, 2014 and 15th December, 2014 respectively. The Board places on record its appreciation for the valuable services and guidance given by Mr. Mahesh Gupta, Mr. Rajeev Piramal and Mr. Prakash Chhabria to the Company during their tenure as Directors of the Company.

23. AUDITORS

1. Statutory Auditor

The Board of Directors recommends to re-appoint M/s. Haribhakti & Co. LLP, Chartered Accountants, and M/s. Amit Desai & Co., Chartered Accountants who were appointed as Joint Statutory Auditors of the Company at last Annual General Meeting. M/s. Haribhakti & Co. LLP, Chartered Accountants, hold office from the conclusion of 23rd Annual General Meeting till the conclusion of 28th Annual General Meeting and M/s. Amit Desai & Co; Chartered Accountants, hold office from the conclusion of 23rd Annual General Meeting till the conclusion of 26th Annual General Meeting of the Company subject to ratification of their appointment at every Annual General Meeting. The Board of Directors of the Company at its meeting held on 17th April, 2015 recommended to members of the Company ratification of appointment of M/s. Haribhakti & Co. LLP Chartered Accountants, and M/s. Amit Desai & Co., Chartered Accountants as the Joint Statutory Auditors of the Company for financial year 2015-2016.

Your Company has received a letter from M/s. Haribhakti & Co. LLP and M/s. Amit Desai & Co. to the effect that their re-appointment, if made, would be under the second and third proviso to Section 139 (1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had 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, 2015. The Secretarial Audit Report is annexed as Annexure VI to this Annual Report.

Information on Statutory & Secretarial Auditors Qualification and Emphasis of Matter.

Qualification

i) With regard to Statutory Auditor's qualification in respect to search and seizure, members are requested to note that the said search and seizure was carried out u/s 132 of the Income Tax Act, 1961 (the Act) by the Income Tax Authorities on 29th April 2014 on the Company and its Subsidiaries. Consequently, the Company & its Subsidiaries have disclosed a sum of Rs.1694.02 Lacs (Standalone -Rs. 351.36 Lacs) for earlier years. As such disclosed amount for earlier years does not affect the accumulated profits of the Company as on 1st April 2014, only such tax and interest of Rs. 394.29 Lacs (Standalone - Tax Rs. 117.69 Lacs and interest Rs. Nil) have been accounted for, which eventually gets adjusted towards the carry forward losses, of certain respective entities. Hence, the net payment of income tax and interest thereon after adjustment of such losses aggregates to Rs. 276.60 Lacs (Standalone - Rs. Nil). Such disclosed amount is subject to final acceptance by the tax authorities u/s 143(3)/153A of the Act. However, the Company & its Subsidiaries does not expect any further liability on this account under the Act, as well as under any other Act, if any.

ii) With regard to Statutory and Secretarial Auditor's Qualification in respect of an overseas subsidiary & its components, members of the Company are requested to note that due to the differences with its local management, the Company is unable to obtain the financial statements / relevant information of such subsidiary & its components. The Company is in the process of resolving the differences. On account of non- receipt of the financial statements / relevant information, the Company consolidated these entities based on the financial position as on 30th September, 2013. The resulting impact of this if any, is not quantifiable.

Emphasis of Matter

(i) With regard to Statutory Auditor's observation with respect to utilization of MAT Credit Entitlement, members are requested to note that based on business projections management is of the opinion that MAT credit entitlement will be absorbed.

24. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from Practicing Company Secretary, on compliance with the conditions of Corporate Governance as laid down, forms a part of this Annual Report.

25. AUDIT COMMITTEE OF THE COMPANY

The Company's Audit Committee comprises the following Directors:

1. Mr. Ravinder Kumar Jain (Chairman);

2. Mr. Ashish Kapadia;

3. Mr. Rajesh Jaggi;

4. Mrs. Alpana Piramal Chinai

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

26. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VII to this Annual Report.

27. EMPLOYEES STOCK OPTION SCHEME

As required in terms of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Clause 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and in terms of Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, the disclosure relating to DELTA CORP ESOS 2009 is given in Annexure VIII to this Annual Report.

28. ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation of the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Jaydev Mody Chairman

Mumbai, 16th July, 2015

Registered Office:

10, Kumar Place, 2408, General Thimayya Road, Pune - 411 001, Maharashtra. CIN :L65493PN1990PLC058817 Email ID : [email protected] Website : www.deltacorp.in Tel. No. : 91-22-40794700 Fax No. : 91-22-40794777


Mar 31, 2014

Dear members,

The Directors are pleased to present their 46th Annual Report and Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. in million)

2014 2013

Income 24,073.9 22,948.5

Profit Before Interest, Depreciation, Exceptional Items and Tax 2,954.6 2,529.1

Less : Interest 134.0 124.6

Less : Depreciation 484.3 466.3

Profit Before Exceptional Items and Tax 2,336.3 1,938.2

Less : Exceptional Items (Loss) / Gain 103.8 (230.1)

Profit Before Tax 2,440.1 1,708.1

Less : Provision for Taxation

(a) Current Tax 578.3 333.9

(b) Deferred Tax (49.5) 18.6

(c) MAT Credit (166.5) (108.1)

(d) Taxes of Earlier Year 1.0 11.0

Profit After Tax 2,076.8 1,452.7

BACKGROUND

Economic growth over the past couple of years has been muted - much will depend on the new government in terms of raising optimism with their approach to various policy issues. Growth estimates have been pruned from the earlier levels of 9% to between 5-6%. Investments which drove growth until 2008/9 have slowed down sharply. Domestic savings have declined while government deficits have ballooned. Inflation has been ruling high for well over two years now leading to a period of relatively high interest rates and its negative impact on the economy; the reigning in of the current account deficit has been one of the few positives for the year.

The depreciation in currency has resulted in an improvement in our competitiveness and should help improve exports in the coming months while at the same time compel industry to look for greater indigenization and import substitution. It is expected that inflation would moderate over the remaining part of 2014 and would pave way for some monetary easing. Recent clearance by the government of several projects that were held up for various reasons over the past couple of years also holds out hope for an improvement in business sentiments that could result in a turnaround to the investment cycles. However, there is a general expectation that the ongoing general elections will bring about a stable government and along with that there are renewed hopes of a strong and improved economic situation.

OPERATIONS

In terms of revenue, the year under review saw only a marginal growth over the previous year. Overall sales grew by 4% in value terms when compared to 2012-13. In volume terms the growth was higher. Higher volumes were achieved in Communication Cable and Copper segments as well as in the Lighting Business. Star performances came in from product offerings to the following customer sectors - agriculture in the Electrical Cables segment and Coaxial and Optic Fibre Cables in the Communication Cable segment. During the year under review both the Auto and Infrastructure (Power) sectors were under strain.

In terms of outlook for the upcoming year, sales of Optical Fiber Cables looks promising with the government firmly committed to achieving the targets set under the National Optic Fiber Network program as also the Defence Network. Similarly with the government clearing several major infrastructure projects recently, and more states opting for the Financial Restructuring Program, it is expected that the Power Sector would attract investments in cabling in the not too distant future.

Income for the year under review was higher at Rs.24,073.9 million (previous year Rs.22,948.5 million) representing a growth of 5% over the previous year. Your Company has recorded a Net Profit after Tax of Rs. 2,076.8 million as against a Net Profit of Rs.1,452.7 million in the previous year. The improved profitability comes from a better product mix, growth in sales volumes across the product lines mentioned above and tight monitoring of working capital requirement.

DIVIDEND

Considering the business situation, your Directors have pleasure in recommending a dividend on equity shares of 80%.The amount thereof per equity share will be Rs. 1.60. The total dividend outgo (including dividend tax) will be Rs.286.3 million.

EXPANSION, CONSOLIDATION & NEW PRODUCTS

Consolidation of the Pune manufacturing operations at Urse has been largely completed with only skeletal activity remaining at Pimpri. This has helped further improve the cost competitiveness in the Low Duty Electrical Cables offered by Your Company.

The planned 5MW solar power plant at Urse is now operational - the plant went live in March 2014 and the power generated will be entirely consumed within the Urse site leading to cost efficiencies.

The Roorkee facility expansion is now complete and the enhanced capacity will be available for market requirements effective 2014-15. This should greatly enhance product availability as well as ensure better reach to the markets in Northern and Eastern India.

Expansion of the Optic Fiber Cable manufacturing capacity at the Goa unit was completed during the year. An additional line is currently under commissioning at the Urse unit as well. These additions would serve the Company well in being able to meet its obligations under the NOFN order as well as any additional demand from the market.

As announced last year, your Company intends to enter the switchgear market. Product launch is expected during the 3rd quarter of 2014-15 - these products will be manufactured at the Roorkee site and equipment necessary has been ordered and is expected towards end May/early June.

Your Company launched a series of LED based lamps during the year under review. Market acceptance has been very encouraging and more varieties are being considered for a launch in the upcoming year. Together with the CFL based lamps, it is envisaged that Lighting products would bring substantial value to the Company.

JOINT VENTURES

Finolex J-Power Systems Limited, Shirval near Pune

Two major orders worth Rs 500 million were executed by the JV during the year. As members would be aware, the Power Sector in our country has been going through uncertain times as evidenced by difficulties in fuel sourcing as well as the tight financial position of most power utilities. Given this scenario, capital investment in the sector has been minimal during the year. Moreover the stringent pre- qualification conditions imposed by utilities have also been a dampening factor in order acquisition by the JV. It is estimated that the JV will become profitable only around 2016 and will need financial support in the form of equity infusion until then. While the long term outlook of the JV is positive, in the short term there is an erosion of net worth in the JV. Taking a prudent view of the same, an amount of Rs 73.7 million has been recognized as a diminution in the value of investment.

During the year, your Company injected equity of Rs. 147.0 million, taking the Company''s participation up to Rs. 627.2 million at the end of 2013-14.

Corning Finolex Optical Fibre Private Limited

Business operations which commenced during the last quarter of 2012-13, have picked up during the year under review. The JV clocked a turnover of Rs. 1,000 million during 2013-14 and is expected to do well in the coming years as well. During the year, the equity in the JV was enhanced to Rs. 35 million and your Company''s participation at the end of 2013-14 stands at Rs 17.5 million.

EXPORTS

Despite the depressed market situation overseas FOB value of exports for the year was Rs 494.4 million (Previous year''s export value of Rs. 486.9 million).

FINANCE

Your Company''s short term debt programs continue to enjoy the highest ratings from CRISIL. Since the last few years these have been accorded the A1 rating. The Company regained the AA /Stable rating for its Rs.500 million long term non convertible debentures program as well as on the long term loans currently outstanding. This upgradation by CRISIL reflects the strong financial risk management policies followed by your Company.

Despite the increase in value of operations, financial costs have been contained to the minimum required levels. The Company continues to meet all its financial commitments in a timely manner.

FIXED DEPOSITS

Your Company has stopped accepting deposits from 2003 and accordingly, no fixed deposits have been accepted during the year under review.

EMPLOYEES

Your Company recognizes the importance of a motivated and skilled human resource. Your Company endeavors to create a challenging and favorable work environment that encourages entrepreneurial behavior, innovation and the drive towards business excellence.

Industrial relations continued to be cordial during the year.

The Company had 1,546 permanent employees on its roll as on 31st March, 2014 (previous year 1,611 permanent employees as on 31st March, 2013).

CORPORATE GOVERNANCE

The statement on Corporate Governance is annexed hereto and forms a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has and will continue to focus on education. International Institute of Information Technology or I2IT as it is known is also patronized by the Company. I2IT offers BE and post graduate MS courses with various specializations in Advanced Information Technology.

All plants are environment compliant and hold ISO14001 (Environment Management System) certification.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2014 and of the Statement of Profit and Loss for the year ended 31st March, 2014;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earning and outgo required to be given pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies Rules, 1988 (Disclosure of Particulars in the Report of the Board of Directors) is annexed hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956 (the Act) and the rules framed there under forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders, excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder desirous of obtaining a copy of the said statement may write to the Company Secretary & Vice President (Legal) at the Registered Office of the Company.

LISTING OF SECURITIES

Your Company''s equity shares are listed on the two premier stock exchanges of the country namely Bombay Stock Exchange Limited and National Stock Exchange of India Limited, amongst other stock exchanges. Your Company had issued Global Depository Receipts which are listed on the Luxembourg Stock Exchange. Your Company''s non-convertible debentures are listed on wholesale debt market segment of the National Stock Exchange of India Limited.

DIRECTORS

Dr. V G Pai retires by rotation at the ensuing Annual General Meeting. Your Directors record their appreciation of the valuable contribution made by Dr. V G Pai during his tenure as a Director of the Company. Mr. Adi J Engineer and Dr. H S Vachha retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. Mr. Atul C. Choksey, Mr. S. B. (Ravi) Pandit, Mr. Pradeep R Rathi, Mr. Sanjay K. Asher and Mr. Pratap G Pawar are Directors liable to retire by rotation and are eligible for appointment as Directors. The Board of Directors proposes and recommends the appointment of Mr. Adi J Engineer, Dr. H S Vachha, Mr. Atul C. Choksey, Mr. S. B. (Ravi) Pandit, Mr. Pradeep R Rathi, Mr. Sanjay K. Asher and Mr. Pratap G Pawar as Independent Directors on the Board of Directors of the Company, under the provisions of the Companies Act 2013 and Rules framed there under as also under the provisions of revised clause 49 of the Listing Agreement with the Stock Exchanges, as proposed in the resolutions set out at Item Numbers 5 to 11 in the Notice for the ensuing Annual General Meeting of the Company.

AUDITORS

M/S B.K. Khare & Company, Chartered Accountants, Auditors of the Company, hold office until conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

ACKNOWLEDGEMENT

Your Directors are grateful to the Central and State Governments, Statutory Authorities, Local Bodies, Banks and Financial Institutions for their continued cooperation and support. Your Directors warmly acknowledge the trust and confidence reposed in the Company by its channel partners, dealers, customers, and construction organizations in supporting its business activities and growth. Your Directors express their gratitude to the other business associates of the Company for their unstinting support. Your Directors value the commitment of the employees towards the Company and appreciate their valuable contributions for the progress and growth of the Company. Last but not the least your Directors are thankful to the Members for extending constant trust and for the confidence shown in the Company.

For and on behalf of the Board of Directors

D. K. Chhabria Executive Chairman

Pune, Dated : 8th May, 2014


Mar 31, 2013

To The Members

The Directors are pleased to present their 45th Annual Report and Audited Accounts for the year ended 31st March, 2013. FINANCIAL RESULTS:

(Rs. in million)

2013 2012

Income 22,948.5 20,961.5

Proft Before Interest, Depreciation, Exceptional Items and Tax 2,529.1 2,102.0

Less : Interest 124.6 251.0

Less : Depreciation 466.3 394.7

Proft Before Exceptional Items and Tax 1,938.2 1,456.3

Less : Exceptional Items 230.1 363.6

Proft Before Tax 1,708.1 1,092.7

Less : Provision for Taxation

(a) Current Tax 333.9 174.3

(b) Deferred Tax 18.6 15.7

(c) MAT Credit (108.1) (79.2)

(d) Taxes of Earlier Year 11.0 - Proft After Tax 1,452.7 981.9



BACKGROUND

Economic recovery that was expected at the beginning of the year under review has not materialized. Global economic growth was lower than in the previous year with all the stars of the past few years (China/India/Other BRIC nations) clocking very moderate growth. Most of the large economies which were affected by the crisis of 2008 were still resorting to quantitative easing in some form or the other, hoping to stimulate investment and economic activity; however clear signs of recovery are still to emerge.

On the domestic front, a few issues continue to defy solutions - infation has been ruling high for well over two years now leading to a period of relatively high interest rates and its negative impact on the economy; GDP growth of 5%,which is far lower than the 6.5% reported in the previous year and way below the 8% average that was achieved in the years leading upto 2010; the high level of government''s fscal defcit at 5.4% continues to trouble the economy; and a continuously depreciating Rupee – from a level of Rs. 50.88 in March, 2012 to the US Dollar, the Rupee in March, 2013 closed at Rs.54.285.

The Government expects the economy to pick up after faltering last year – GDP is expected to grow at around 6.5% in the coming fnancial year; fscal defcit is expected to be contained to under 5% of GDP, and infation is expected to be around 6.5%. However, this will depend on how some elements of the economy play out – such as oil and commodity prices, availability of adequate fnances and the ability of the manufacturing sector to pull itself out of the current situation.

OPERATIONS

Overall sales grew by 10% in value terms in 2012-13 when compared to the previous year. In volume terms the growth was higher at 14%. Higher volumes were achieved in both Electrical as well as Communication Cable segments. Star performances came in from product offerings to the following customer sectors – automotive, agriculture and construction in the Electrical Cables segment and Coaxial and Optic Fibre Cables in the Communication Cable segment. Towards the end of the period under review, however, it was clear that both the Auto and Infrastructure (Power) sectors were under strain. On the other hand recent developments within the Telecom sector viz. announcement of the intention by the Government to create a nationwide Optic Fibre Network to provide connectivity to village panchayats, roll out of 4G services by some Telecom service providers etc will substantially improve growth possibilities in the coming fnancial year. Outlook on orders from this segment looks promising.

Income for the year under review was higher at Rs.22,948.5 million (previous year Rs.20,961.5 million) representing a growth of 10% over the previous year. Your Company has recorded a Net Proft after Tax of Rs.1,452.7 million as against a Net Proft of Rs.981.9 million in the previous year. The improved proftability comes from a better product mix, higher capacity utilization, growth in sales volumes across the product lines mentioned above, tight monitoring of working capital requirement and improved purchasing effciencies.

DIVIDEND

Considering the business situation, your Directors have pleasure in recommending a dividend on equity shares of 60%.The amount thereof per equity share will be Rs.1.20. The total dividend outgo (including dividend tax) will be Rs.213.8 million.

EXPANSION & CONSOLIDATION

Consolidation of the Pune manufacturing operations is underway as planned. Most operations would be consolidated at the Urse site by end 2013, with limited activity remaining at Pimpri. This will help further improve the cost competitiveness in the Low Duty Electrical Cables offered by your Company.

As announced in February 2013, your Company will set up a 5MW solar power plant at its Urse site, which has ample land, a part of which will be used to set up this facility. The facility will cost approximately Rs.400 million to build and it is expected to be operational by January 2014.The power generated will be entirely consumed within the Urse site leading to cost effciencies.

The Roorkee facility expansion is also well under way. Construction of a new factory shed is almost complete and new machinery has started arriving at the site. Commissioning of equipment is expected to be complete by end 2013. The expansion is expected to be within the budget of Rs.1,000 million and will be completed within the timeframe initially set.

In view of the opportunities now visible in the Telecom sector, your Company is investing in additional cable making equipment at the Optical Fibre Cable facility at Goa. Over the next year an investment of around Rs. 500 million is envisaged.

JOINT VENTURES

Finolex J-Power Systems Private Limited, Shirval near Pune

As mentioned in the previous year''s report the JV is now fully operational and has been participating in tenders both locally as well as overseas. Your Directors are happy to report that the JV has secured its frst large order (valued at Rs. 380 million) to supply 132 Kv power cables to the Maharashtra State Electricity Transmission Co. Ltd. Thus far, the JV has supplied cables at the 66Kv and 110Kv range to its customers.

As members will be aware, in respect of the products offered by the JV, pre-qualifcation requirements are very stringent and no effort is being spared in ensuring that the JV obtains all the requisite certifcations. Members will be happy to note that the JV''s 220Kv range of power cables have already passed the Type Test requirements and that the JV has secured certifcation from the Central Power Research Institute (CPRI) – this will enable the JV to bid and compete in these range of cables as well.

Corning Finolex Optical Fibre Private Limited

Business operations commenced during the last quarter of 2012-13. As mentioned earlier, recent announcements by the government augur well for the Telecom sector and it is expected that fber sales will be robust in the current fscal. It is expected that 2013-14 will be a promising year for Optic Fibre business and the JV expects to beneft from the same.

NEW PRODUCTS

Your Company is continuously looking at developing new products to expand its portfolio as well as adapt to changing needs of the market. In the current fscal, your Company has already launched new lamp models including LED based lighting systems meant for home use, street lighting and other commercial spaces. Your Company has also plans of entering the switchgear product segment and will launch a series of products within the MCB, ELCB and MCCB range during 2013-14.

EXPORTS

Despite the depressed market situation overseas FOB value of exports for the year was Rs. 486.9 million (marginally higher than the previous year''s export value of Rs. 483.9 million).

FINANCE

Your Company''s short term debt programs continue to enjoy the highest ratings from CRISIL. Since the last few years these have been accorded the A1 rating. The Company also holds AA/Positive rating for its Rs.500 million long term non convertible debentures program as well as on the long term loans currently outstanding.

The Company follows a balanced policy to manage liquidity and borrowing. To part fnance the ongoing expansion, additional borrowings of Rs. 450 million were resorted to from banks in the year 2012-13.

Despite the increase in value of operations, fnancial costs have been contained to the minimum required levels. The Company continues to meet all its fnancial commitments in a timely manner.

FIXED DEPOSITS

Your Company has stopped accepting deposits from 2003 and accordingly, no fxed deposits have been accepted during the year under review.

EMPLOYEES

Your Company recognizes the importance of a motivated and skilled human resource. Your Company endeavors to create a challenging and favorable work environment that encourages entrepreneurial behavior, innovation and the drive towards business excellence.

Industrial relations continued to be cordial during the year.

The Company had 1,611 permanent employees on its roll as on 31st March, 2013 (previous year 1,487 permanent employees as on 31st March 2012).

CORPORATE GOVERNANCE

The statement on Corporate Governance is annexed hereto and forms a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has and will continue to focus on education. International Institute of Information Technology or I2IT as it is known is also patronized by the Company. I2IT offers BE and post graduate MS courses with various specializations in Advanced Information Technology.

All plants are environment compliant and hold ISO14001 (Environment Management System) certifcation.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confrm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2013 and of the Statement of Proft and Loss for the year ended 31st March, 2013;

iii) proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earning and outgo required to be given pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies Rules, 1988 (Disclosure of Particulars in the Report of the Board of Directors) is annexed hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956 (the Act) and the rules framed there under forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders, excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder desirous of obtaining a copy of the said statement may write to the Company Secretary & Vice President (Legal) at the Registered Offce of the Company.

LISTING OF SECURITIES

Your Company''s equity shares are listed on the two premier stock exchanges of the country namely Bombay Stock Exchange Limited and National Stock Exchange of India Limited, amongst other stock exchanges. Your Company had issued Global Depository Receipts which are listed on the Luxembourg Stock Exchange. Your Company''s non-convertible debentures are listed on wholesale debt market segment of the National Stock Exchange of India Limited.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.P.R.Rathi, Mr. S.K.Asher and Mr.P.G.Pawar retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment. The Board of Directors recommends their reappointment as Directors of the Company.

AUDITORS

M/S B.K. Khare & Company, Chartered Accountants, Auditors of the Company, hold offce until conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

ACKNOWLEDGEMENT

Your Directors are grateful to the Central and State Governments, Statutory Authorities, Local Bodies, Banks and Financial Institutions for their cooperation and support. Your Directors warmly acknowledge the faith and confdence reposed in the Company by its channel partners, dealers, customers, and construction organizations in supporting its business activities and growth. Your Directors express their gratitude to the other business associates of the Company for their unstinting support. Your Directors value the commitment of the employees towards the Company and appreciate their valuable contributions for the progress and growth of the Company. Last but not the least your Directors are thankful to the Members for extending trust and for the confdence shown.

For and on behalf of the Board of Directors

P. P. Chhabria

Chairman

Pune,

Dated : 30th April, 2013


Mar 31, 2012

The Directors are pleased to present their 44th Annual Report and Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in million)

2012 2011

Income 21,003.5 20,618.4

Profit Before Interest, Depreciation, Exceptional Items and Tax 2,102.0 1,983.6

Less : Interest 251.0 179.6

Less : Depreciation 394.7 387.8

Profit Before Exceptional Items and Tax 1,456.3 1,416.2

Less : Exceptional Items 363.6 344.4

Profit Before Tax 1,092.7 1,071.8

Less : Provision for Taxation

(a) Current Tax and Prior year refund adjustment 174.3 212.8

(b) MAT Credit (79.2) -

(c) Deferred Tax 15.7 (8.7)

Add: Excess Provision for dividend tax written back - 0.4

Profit After Tax 981.9 868.1

GENERAL ECONOMY

The global economy saw a lower growth rate in the year under review for the calendar year 2012, global growth was estimated at below 3% compared to the 3.8% and 5.2% clocked in the years 2011 and 2010. While Europe continued to reel under debt pressure, the news from USA has also not been very positive. Most of the Middle East has been experiencing difficulties the past year, resulting in high oil prices oil prices have increased almost 15% in the January/March quarter with consequential effects on inflation. Meanwhile China has moderated its growth prospects for the upcoming years.

On the domestic front, inflation has been ruling high for well over a year now - while the core inflation seems to have cooled down in the last quarter to around 6%, for most of the year inflation averaged at almost 9%. The high interest rate situation had its negative impact on the economy, with most sectors reporting negative or at best a modest growth. Additionally the high level of government's fiscal deficit at 5.9% continues to trouble the economy. Real economic growth has fallen sharply to 6.5% from the previous year's level of 8.5%. Against this backdrop the Rupee has depreciated sharply against the US Dollar - from a level of 44.50 in April 2011 to 50.88 in March 2012 - a depreciation of 14% in one year.

In its recent budget, the government expects the economy to pick up after faltering last year - GDP is expected to grow at over 7% in the coming financial year, fiscal deficit is expected to be contained to less than 5.1% of GDP and inflation is expected to be reined in at under 6.5%. However, this will depend on how some elements of the global economy play out - such as oil and commodity prices, the debt situation in Europe as well as the political situation in the Middle East. Business confidence in the rest of Asia too seems low as China moderates its own growth projections.

OPERATIONS

During 2011-12 your Company saw a very modest growth in the top line with sales registering about 2% growth in value terms. This increase was primarily in the Electrical Cables segment. In volume terms growth was visible again only in the Electrical Cables segment with star performances from product offering to the following customer sectors - automotive, agriculture and construction. In the Communication Cables segment, however, the level of investment in capital expenditure by Telecom service providers was even lower than the previous year resulting in lower sales volumes of Communication Cables. As was indicated in the previous year, the Sheets Division was wound up in the year under review.

Competition, as in the past years, has been keen. Coupled with a year of modest growth and volatile price levels the pressure on margins was continuous. Hence adjustments to the selling prices were kept minimal and to levels that were appropriate.

Income for the year under review was marginally higher at Rs. 21,003.5 million (previous year Rs. 20,618.4 million) representing a growth of 2% over the previous year. Your Company has recorded a Net Profit after Tax of Rs. 981.9 million as against a Net Profit of Rs. 868.1 million in the previous year. Improved capacity utilization, better product mix allocation between the various manufacturing units, growth in sales volumes across the product lines mentioned above, tight monitoring of costs and working capital requirement all have contributed to the improvement in the financials for the year under review.

DIVIDEND

Considering the business situation, your Directors have pleasure in recommending a dividend on equity shares of 40%. The amount thereof per equity share will be Rs.0.80. The total dividend outgo will be Rs.142.2 million (including dividend tax Rs.19.8 million).

EXPANSION & CONSOLIDATION

Looking forward, the Pune manufacturing operations would be consolidated at the Urse site. This will help further improve the cost competitiveness in the Low Duty Electrical Cables offered by your Company. The upgradation of the High Voltage Cable plant has now been completed, resulting in enhanced capacity availability from 2012-13 - this will help in adding to the overall revenues of your Company.

The Roorkee facility will be expanded over the next 18 months at a cost of approximately Rs.1,000 million. This expenditure will double the current capacity at Roorkee and will further help improve profitability in view of the fiscal benefits that will accrue.

JOINT VENTURES

Finolex J-Power Systems Private Limited, Shirval near Pune

As at 31st March 2012, your Company's investment in the JV stands at Rs. 480.2 million. This includes an additional investment of Rs. 98 million made in January 2012 to finance the enhanced capital needs of the JV.

Your Directors are happy to report that the JV commenced its manufacturing operations towards the end of September 2011 and has since been able to supply electrical cables of the 66 KV range. The JV has been active in participating in tenders both locally and overseas with a view to secure business. As is common with products being offered by the JV, pre-qualification requirements are very stringent and no effort is being spared in ensuring that the JV obtains all the requisite certifications.

Corning Finolex Optical Fibre Private Limited

During the year under review, the marketing JV with Corning of USA was established and an investment of Rs. 0.5 million was made. The JV will market Optical Fibre to cable makers within India and it is expected that the JV will commence its operations in the upcoming fiscal.

NEW PRODUCTS

Your Company is continuously developing new products to expand its portfolio as well as adapt to changing needs of the market. For the year under review, your Company launched a new range of "Speaker Wires" in the Communication Cable segment. In the Lighting Division, the latest version of the T5 tube lights and fittings were launched by your Company.

EXPORTS

During the year under review (in November 2011), your Company was awarded the Special Trophy for large enterprise in the product group of Highest Exporter in Thrust Markets for Thrust Products for outstanding contribution to Engineering Exports in the year 2008-09.

Despite the depressed market situation overseas FOB value of exports for the year was Rs. 483.9 million (higher by 22% than the previous year's export value of Rs. 393.7 million).

FINANCE

Your Company's short term debt programs continue to enjoy the highest ratings from CRISIL. Since the last few years these have been accorded the P1 rating. The Company also holds AA/Stable rating for its Rs.500 million long term non convertible debentures program as well as on the long term loans currently outstanding.

In March 2012, the Company repaid an External Commercial Borrowing of JPY 3.5 billion which was originally drawn in 2007. The loan was repaid in full and on time out of internal accruals and without resorting to either a roll over or substitute loans.

The Company follows a balanced policy to manage liquidity and borrowing. Despite the increase in value of operations, owing to tight controls on the working capital cycles, your Company has managed to control financial expenses to the minimum required levels. The Company has been able to meet all its financial commitments in a timely manner.

SUPERBRAND STATUS

Your Company continues to hold the "Consumer Superbrand" status since many years now. The Company is the only Indian cable company to have achieved this enviable distinction.

FIXED DEPOSITS

Your Company neither invites nor accepts deposits from the public or from its members and accordingly no deposits were held by the Company as at 31st March 2012.

EMPLOYEES

Your Company recognizes the importance of a motivated and skilled human resource. Your Company endeavors to create a challenging and favorable work environment that encourages entrepreneurial behavior, innovation and the drive towards business excellence.

Industrial relations continued to be cordial during the year.

The Company had 1,487 permanent employees on its roll as on 31st March, 2012 (previous year 1,484 permanent employees as on 31st March 2011).

CORPORATE GOVERNANCE

The statement on Corporate Governance is annexed hereto and forms a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The focus during the year under review continues to be the field of education. International Institute of Information Technology or I2IT as it is known is also patronized by the Company. I2IT offers BE and post graduate MS courses with various specializations in Advanced Information Technology.

The Company discharges its duties as a responsible corporate citizen and accords importance to legal compliances. It also handsomely contributes to the exchequer.

All plants are environment compliant and hold ISO14001 (Environment Management System) certification.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Statement of Profit and Loss for the year ended 31st March, 2012;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earning and outgo required to be given pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies Rules, 1988 (Disclosure of Particulars in the Report of the Board of Directors) is annexed hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956 (the Act) and the rules framed there under forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders, excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder desirous of obtaining a copy of the said statement may write to the Company Secretary & Vice President (Legal) at the Registered Office of the Company.

LISTING OF SECURITIES

The Company's equity shares are listed on the two premier stock exchanges of the country namely Bombay Stock Exchange Limited and National Stock Exchange of India Limited, amongst other stock exchanges. The Company has issued Global Depository Receipts which are listed on the Luxembourg Stock Exchange. The Company's non-convertible debentures are listed on wholesale debt market segment of the National Stock Exchange of India Limited.

DIRECTORS

Mr. B. G. Deshmukh, a long time Director on your Company's Board, expired on 7th August 2011 after period of illness. Your Directors wish to place on record his valuable contribution to the growth of the Company over his tenure of Directorship.

At its meeting held on 8th November 2011, the Board appointed Dr. Vikas G. Pai as an Additional Director on the Board. He holds office of Additional Director till conclusion of the ensuing Annual General Meeting of the Company. Further at its meeting held on 3rd May 2012, the Board has recommended his reappointment to the shareholders as a Director of the Company which is reflected in the Notice for the said meeting.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr. H. S. Vachha, Mr. Atul C. Choksey and Mr. S B (Ravi) Pandit retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment. The Board of Directors recommends their reappointment as Directors of the Company.

AUDITORS

M/s B.K. Khare & Company, Chartered Accountants, Auditors of the Company, hold office until conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

COST AUDITOR

The Board of Directors at its meeting held on 8th February 2011 has appointed M/s. Joshi Apte & Associates, Cost Accountants for carrying out audit of the relevant cost accounting records maintained by the Company. The Central Government has approved the appointment of the said Cost Auditors for conducting cost audit for the financial year 2011-12.

ACKNOWLEDGEMENT

Your Directors are grateful to the Central and State Governments, Statutory Authorities, Local Bodies, Banks and Financial Institutions for their cooperation and support. Your Directors warmly acknowledge the faith and confidence reposed in the Company by its channel partners, dealers, customers and construction organizations in supporting its business activities and growth. Your Directors express their gratitude to the other business associates of the Company for their unstinting support. Your Directors value the commitment of the employees towards the Company and appreciate their valuable contributions for the progress and growth of the Company. Last but not the least your Directors are thankful to the Members for extending trust and for the confidence shown.

For and on behalf of the Board of Directors

P. P. Chhabria

Chairman

Pune,

Dated : 3rd May, 2012


Mar 31, 2011

Dear Members,

The Directors present their Twentieth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2011.

Financial Highlights

(Rs. in Lacs)

Particulars Standalone Consolidated Year ended Year ended Year ended Year ended 31.03.2011 31.03.2010 31.03.2011 31.03.2009

Income for the year 26,723 5,460 38,263 13,328

Profit before Interest, Depreciation and Tax 13,717 4,420 19,148 4,674

Finance Charges 475 2,403 1,281 1,868

Profit before Depreciation and Taxes 13,242 2,017 17,867 2,806

Depreciation 39 42 597 561

Provisions for Taxation/ Deferred Tax (340) (509) 709 (820)

Prior Period Items / Extra Ordinary Items - (109) (41) (157)

Minority Interest - - (50) (56)

Net Profit for the Current Year 12,863 1,357 16,571 1,211

Earlier Years Balance Brought forward 803 386 163 117

Net Profit available for Appropriation 13,665 1,743 16,734 1,327 Appropriation:

Proposed dividend on Equity Shares (605) (418) (605) (418)

Proposed dividend on Preference Shares (98) (98) (98) (98)

Dividend on Equity Shares - (33) - (33)

Dividend Distribution Tax (114) (91) (114) (91)

Transfer to General Reserves (2,000) (300) (2,000) (300)

Due to Merger Effect - - - (224)

Balance carried to Balance Sheet 10,848 803 13,917 163

DIVIDEND

Your Directors are glad to recommend dividend @ 8% on the Preference Share Capital (i.e. Rs. 0.80 per Preference Share ofRs. 10/- each) and @ 30% on the Equity Share Capital (i.e. Rs. 0.30 per Equity Share of Rs. 1/- each) of the Company.

OPERATIONS

During the year under review, your Company recorded a total income ofRs. 38,263 Lacs (Consolidated) and Net Proft ofRs. 16,571 Lacs (Consolidated). For further information, kindly refer to Management Discussion and Analysis Report, forming part of this Annual report.

SUBSIDIARy COMPANIES

The Ministry of Corporate Affairs has vide General Circular No. 2/2011 dated February 8, 2011 granted general exemption from attaching the accounts and fnancial statements of subsidiary Companies as provided under Section 212 (8) of the Companies Act, 1956, provided conditions specifed in the said circular are fulflled. The Company has complied with all the conditions mentioned in the above circular. Therefore, Annual Accounts of subsidiaries of the Company have not been annexed to this report. However, the same are open for the inspection at the Registered as well as Corporate Offce of the Company. Any member desirous of obtaining the same may request the Company in writing.

GROUP FOR INTER SE TRANSFER OF SHARES

As required under Clause 3(1)(e)(i) of the Securities & Exchange Board of India(Substantial Acquisition of Shares and Takeovers) Regulations,1997 (Takeover Regulations), persons constituting group (within the meaning of group defned in Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of claiming exemption from applicability of the provisions of Regulations 10 and 12 of the Takeover Regulations, are given in Annexure A to this Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and Corporate Governance Report together with Certifcate from Practising Company Secretary, on compliance with the conditions of Corporate Governance as laid down, forms part of this Annual Report.

PARTICULARS OF EMPLOyEES

There are no employees in the Company drawing remuneration above the limit specifed in terms of provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 during the year.

PARTICULARS REGARDING CONSERVATION OF ENERGy, TECHNOLOGy ABSORPTION AND FOREIGN EXCHANGE

The particulars as required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company. Hence detail are not provided.

During the year, the foreign exchange outgo was Rs. 1619.76 Lacs (Last Year 37.45 Lacs) the foreign exchange earned was Rs. Nil (Last Year Nil)

DIRECTORS

The Board of Directors of the Company have appointed Mr. Rakesh Jhunjhunwala as an Additional Director of the Company with effect from 29th October, 2010 in accordance with Section 260 of the Companies Act, 1956 and Articles of Association of the Company. Mr. Rakesh Jhunjhunwala hold offce as an Additional Director of the Company upto the date of the ensuing Annual General Meeting.

At the ensuing Annual General Meeting Mr. Sudarshan Bajoria, Mr. Mahesh Gupta and Lt. Gen. (Retd.) Noble Thamburaj, Directors will retire by rotation and being eligible, offer themselves for re-appointment, in terms of provisions of Articles of Association of the Company.

The brief resume/details relating to Directors, who are proposed to be appointed/ re-appointed are furnished as an Annexure to the notice of the ensuing Annual General Meeting.

Your Directors recommend their appointment/reappointment at the ensuing Annual General Meeting.

ISSUE OF EQUITy SHARES AND CONVERTIBLE WARRANTS By WAy OF PREFERENTIAL ALLOTMENT

During the year, on 29th October, 2010 the Company has allotted 3,46,47,059 fully paid-up Equity Shares and 2,13,30,000 Warrants of Rs. 1/- each, at a price ofRs. 51/- per Equity Share/per Warrant (including a premium of Rs. 50/- per Equity Share/Warrant) by way of Preferential Allotment to various subscribers approved by the Members of the Company at an Extra ordinary General Meeting of the Members of the Company held on 16th October, 2010.

DIRECTORS' RESPONSIBILITy STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confrm that:

1. in the preparation of the annual accounts for the fnancial year ended March 31, 2011, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs as at 31st March, 2011 and of the proft of the Company for the year under review;

3. the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the Directors have prepared the accounts for the fnancial year ended 31st March, 2011 on ‘going concern' basis.

EMPLOyEE STOCK OPTION SCHEME

The Company implemented the Employee Stock Option Scheme ("Scheme") in accordance with the Security and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999 ("the SEBI Guideline"). The Compensation Committee constituted in accordance with the SEBI Guideline, administers and monitors the Scheme.

Information in terms of Clause 12 of the SEBI Guidelines is at Annexure B to this report.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fxed deposits from the public.

AUDITORS

The Board of Directors recommends to re-appoint M/s. Haribhakti & Co., Chartered Accountants and M/s. Amit Desai & Co., Chartered Accountant as Joint Statutory Auditors of the Company who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appoinment. M/s. Haribhakti & Co. and M/s. Amit Desai & Co. have given their consent to act as Joint Statutory Auditors, if re-appointed. Members are requested to consider their re-appointment . The Auditors comments on the Company's accounts for the year ended on 31st March, 2011 are self explanatory in nature and do not require any explanation as per the provisions of Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation of 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, offcers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Jaydev Mody Chairman

Mumbai, 27th July, 2011

Regd. Office:

G-4, Clover Classic, Ground Floor, North Main Road, Koregaon Park, Pune - 411 001, Maharashtra.


Mar 31, 2010

The Directors are pleased to present their 42nd Annual Report and Audited Accounts for the year ended 31sl March, 2010.

FINANCIAL RESULTS: (Rs. in million) 2010 2009 Income 16,428.259 13,924.664 Profit Before Interest, Depreciation, Exceptional Items and Tax 2,191.086 1,265.820 Less: Interest 168.954 300.049

Less: Depreciation 372.270 387.636

Profit Before Exceptional Items and Tax 1,649.862 578.135

Less: Exceptional Items 758.176 878.953

Profit Before Tax 891.686 (300.818)

Less : Provision for Taxation

(a) Current Tax 217.412 -

(b) Deferred Tax 98.014 46.393

(c) Fringe Benefit Tax — 7.700 Profit After Tax 576.260 (354.911)

Surplus brought forward and other adjustments 32.674 423.371 608.934 68.460

APPROPRIATIONS

Proposed Dividend 91.764 30.588

Tax on Proposed Dividend 15.595 5.198

General Reserve 100.000 - Surplus carried to Balance Sheet 401.575 32.674 608.934 68.460

OPERATIONS

2009-10 has been a year of substantial changes - many parts of Asia, led by India and China have experienced a robust economic recovery from the downturn experienced in the previous year. While at the global level recovery has been slow, the picture in India has been much healthier since:

- there is a stable government in place since the middle of 2009

- economic activity has seen improvement in most sectors

- the country has witnessed a robust GDP growth and the economy is poised for a healthy growth in the coming years

- infrastructure, power, automobile and communication sectors will be powering the projected growth in the upcoming years

Your Company is favorably positioned to take advantage of the opportunities that the economic growth will provide; however a rather poor monsoon and lower agricultural output have had an impact on prices, especially inflation which has been spiraling in recent months. Commodity prices which were subdued during the early part of this financial year, have surged once more, nearing pre financial crisis levels in many cases.

During 2009-10 your Company saw significant improvement in sales volumes across all product lines - electrical cables, optic fibre and coaxial cables saw robust growth in volumes compared to the previous year. Similarly, the product offering to various customer sectors

- automotive, agriculture, real estate, power and OEM - all saw healthy volume growth during the year under review.

As mentioned above, commodity prices such as in the case of Copper, have surged during the second half of the year under review - keeping in mind the need to reach additional market areas and expand market share, your Company has resorted to price adjustments in the selling prices as was considered appropriate.

Currency markets continued their volatile trend; at the year end, the Indian Rupee had appreciated against most other currencies; however in view of the volatility experienced, your Company had decided not to keep any uncovered exposures on account of foreign exchange - all its current purchases of raw materials from outside India are fully covered as soon as the import is finalized. Foreign currency and interest rate protection measures taken in the earlier years, however continued to produce negative results and an amount of Rs. 758.176 million has been charged as an Exceptional Item to the Profit & Loss Account in the year 2009-10.

Income for the year under review was significantly higher at Rs. 16,428.26 million (previous year Rs.13,924.66 million) representing a growth of 18% over the previous year. Following the robust growth achieved at the sales level, your Company has recorded a Net Profit of Rs. 576.20 million as against a Net Loss of Rs. 354.91 million in the previous year. This represents a significant turnaround in your Companys operations in almost all areas be it production, sales or finance. Higher capacity utilization, increase in market share, growth in sales volumes across all product lines, tight monitoring of costs and working capital requirement all led to significant improvement in the financials for the year under review. Several cost reduction projects were undertaken and completed successfully during the year incorporating the learnings from the Six Sigma program that employees went through during the earlier years.

Segmentally, while Electrical Cables contributed 60%, Communication Cables contributed 16% to the total sale of products. The Electrical Cables growth was led by the rebound in the Real Estate & Infrastructure sectors and in the Communication Cables segment, Optic Fibre Cables business continued to grow and the order book in this business is currently healthy. With the imminent introduction of 3G services and expansion of internet connectivity to rural areas, it is envisaged that the Communication Cables segment will witness considerable growth in the coming years.

DIVIDEND

Considering the business situation, your Directors have pleasure in recommending an enhanced payment of dividend on equity shares to 30%.The amount thereof per equity share will be Rs 0.60. The total dividend outgo (including dividend tax) will be Rs. 107.36 million.

PROJECTS

The current status of the various projects undertaken by your Company is mentioned in the paragraphs below:

Compact Fluorescent Lamps (CFLs) Project, Urse near Pune

The second production line to manufacture mini CFLs was commissioned during the year under review. The 3rd line to manufacture T5 tubelights with a range of fittings will be commissioned shortly. Upon commissioning the 3"" line, your Company will have an annual capacity of 30 million pieces to offer to the market. Efforts are currently on to increase market penetration through establishment of additional channel partners, introduction of a full range of lighting solutions as per market needs and increased staffing to manage the business. Your Companys product offerings include standard CFLs, mini CFLs, and T5 tubelights along with a range of fittings to address a complete solution to the end customer. As awareness of the benefits of using green products with a smaller carbon imprint has increased within the country, supported by government initiatives in promoting the use of such products, Your Company believes that demand for such products will increase in the coming years and the capacity created will reach and better its potential.

Urse Plant Projects

Your Company had undertaken to manufacture insulated, underground usage power cables up to 66 kV rating. Necessary product approvals from various authorities including Central Power Research Institute (CPRI), Bureau of Indian Standards (BIS), State Electricity Boards, Government and private bodies, power and infrastructure utilities have now been secured.

During the year under review, Your Company shifted the Low Voltage Power Cables facility from its Pimpri plant to the above facility thereby integrating the manufacturing of the full range of power cables from 1.1 kV to 66 kV) at one facility. This will benefit Your Company in better utilizing its resources.

In view of the massive investments that are taking place within the country in the power and infrastructure sectors, Your Company believes that the demand for power cables will grow substantially in the coming years. To be well positioned to take advantage of the growth in demand, Your Company has embarked on a project to double the existing capacity.

Further the capacity of compounding plant and of various Low Duty Cables (copper based) at Urse is also being enhanced during the current financial year. These measures will bring about a better cost control on the compounds used as well as improve availability of

a variety of copper cables.

All the above additions are estimated to result in a capital expenditure of about Rs 1000 million during the current financial year.

Uttarakhand Project, Roorkee

During the year under review, this plant has fully stabilised and is currently the major source of production of light duty electrical cables. Further this plant has also established its ability to produce multiple varieties of cables for various applications in agriculture, construction industry, electrical panel wiring, auto cables and consumer electrical goods.

In the month of March 2010, the capacity at Roorkee was enhanced by over 50%. Your Company is very happy to report that the Roorkee facility is now operating at near pre March capacity levels. Achieving these levels, has a significant positive effect on the Companys financials since the profits from this unit would be tax exempted for the next few years.

Electrical Switches Project

During the year under review, progress was achieved in expanding the basic product range as well as accessories. Further, additional capacity has been created at your Companys manufacturing facility at Roorkee to take advantage of fiscal benefits.

Your Company is taking steps to expand market reach and create a better distribution network.

Finolex J-Power Systems Private Limited, Shirval near Pune

Civil work on the project has since commenced and is progressing well. The main factory building is expected to be ready in a few months from now. The project is targeted to be completed by the end of the current financial year.

During the year under review your Company along with the JV partner, brought in the second tranche of equity to help finance the project. By the end of the current financial year the third and final tranche of equity would also be subscribed to and the Companys investment in the joint venture would have reached Rs 380 million.

NEW PRODUCTS

Your Company released for domestic use its newly developed range of "Lead Free" house wiring cables under the brand "Finogard" showcasing your Companys commitment to generate environmentally friendly products. Further, your Company also developed 50 Ohms RF Coaxial cables for use in mobile telephony connectivity and these cables have now been type approved by BSNL for use in their network. It is envisaged that more such innovations would become an integral part of your Companys product portfolio in the near future and help generate additional revenue.

EXPORTS

During the year your Company was awarded the Silver Shield in the category of Large Enterprises-Highest Exporter in Thrust Markets for Thrust Products- Award for Special Contribution by the Engineering Export Promotion Council.

Despite the depressed market situation overseas FOB value of exports for the year was Rs. 582.80 million (lower than the previous years export value of Rs. 776.23 million). New markets were explored during the year under review and your Company gained some inroads into China and some African countries for the first time.

FINANCE

To finance the capacity enhancement activities undertaken during the year, your Company availed of a long term External Commercial Borrowing (ECB) of USD 10 million. The said loan has an average maturity of 4 years and is repayable in 3 equal yearly installments from 2013 onwards.

Your Companys short term debt programs continue to enjoy the highest ratings from CRISIL. Since the last few years these have been accorded the P1 + rating. The Company also holds AA/Negative rating for its Rs. 500 million long term non convertible debentures which are due for redemption in August 2010. A similar rating has also been obtained for another Rs. 500 million long term non convertible debentures to be issued at an appropriate time in future.

The Company follows a balanced policy to manage liquidity and borrowing. Owing to tight controls on matching fund requirements with availability, your Company has saved significantly on financial expenses during the year under review. The Company has been able to meet its financial commitments in a timely manner.

IFRS

In accordance with recent guidelines issued, your Company plans to ensure that its accounts are drawn up in compliance with the

International Financial Reporting Standards (IFRS) with effect from 1st April, 2011. In this connection, your Company has engaged the services of M/s Ernst & Young to train staff and help oversee the transition to the new standards. The transition will also cover modifications necessary to the current ERP and is expected to be completed in the next six months.

ERP SYSTEM

With a view to respond to customers needs with promptness, your Company had installed SAP based ERP solution in the year 2000. Initially the solution covered Sales, Finance and Materials modules. In 2008-09 your Company extended the coverage to HR and Costing functions. During 2009-10, Production Reporting and Planning was also covered across all product segments thus integrating the manufacturing process with all other functions. Further, migration to the latest version of SAP (v ECC 6.0) was also undertaken during the year thus ensuring that the most current practices are adopted.

SUPERBRAND STATUS

Your Company continues to hold the "Consumer Superbrand" status since many years now. The Company is the only Indian cable company to have achieved this enviable distinction.

FIXED DEPOSITS

No new fixed deposits have been accepted during the year under review. As on 31st March, 2010, there were unclaimed deposits of Rs. 23,000 with interest accrued thereon till the original expiry date. The Company continues to follow up with the deposit holders at their last known addresses with a view to returning/liquidating the above deposits. Deposits which remain unclaimed beyond the time limits prescribed under law will be transferred to the Investor Education and Protection Fund as and when due.

EMPLOYEES

Your Company recognizes the importance of a motivated and skilled human resource. Your Company endeavors to create a challenging and favorable work environment that encourages entrepreneurial behaviour, innovation and the drive towards business excellence.

Industrial relations continued to be cordial during the year.

The Company had 1,383 permanent employees on its roll as on 31st March, 2010 (previous year 1,340 permanent employees as on 31s* March, 2009).

CORPORATE GOVERNANCE

The statement on Corporate Governance is annexed hereto and forms a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The focus during the year under review has been in the field of education. The Company continues to support Finolex Academy of Management & Technology which offers engineering courses at Ratnagiri that is affiliated to Mumbai University. International Institute of Information Technology or PIT as it is known is also patronized by the Company. I2IT offers post graduate MS and MBA courses with various specializations in Advanced Information Technology.

The Company discharges its duties as a responsible corporate citizen and accords importance to legal compliances. It also handsomely contributes to the exchequer.

While all the older plants are environment compliant and hold ISO14001 (Environment Management System) certification, your Company is preparing for its newest plant at Uttarkhand to be similarly certified.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and have 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 as at 31sl March, 2010 and of the Profit and Loss Account for the year ended 31st March, 2010;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information on conservation of energy, technology absorption, foreign exchange earning and outgo required to be given pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies Rules, 1988 (Disclosure of Particulars in the Report of the Board of Directors) is annexed hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956 (the Act) and the rules framed there under forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders, excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder desirous of obtaining a copy of the said statement may write to the Company Secretary & Vice President (Legal) at the Registered Office of the Company.

LISTING OF SECURITIES

The Companys equity shares are listed on the two premier stock exchanges of the country namely Bombay Stock Exchange Limited and National Stock Exchange of India Limited, amongst other stock exchanges. The Company has issued Global Depository Receipts which are listed on the Luxembourg Stock Exchange. The Companys non-convertible debentures are listed on wholesale debt market segment of the National Stock Exchange of India Limited.

DIRECTORS

Mr Ashok Kumar Puri who hails from New Delhi had been co-opted as an Additional Director by the Board of Directors during the previous year 2008-09 but was unable to continue and held office up to 26th August 2009, viz. the date of the last Annual General Meeting.

Pursuant to his appointment as the Managing Director of Finolex Plasson Industries Limited, associate company, Mr. V. K. Chhabria, a promoter executive Director has ceased as Deputy Managing Director of the Company with effect from close of business hours on 31sMarch 2010. The Board of Directors places on record its appreciation of the valuable services rendered by Mr. V. K. Chhabria during his tenure of about 12 years as a whole time Director of the Company.

Mr. D. K. Chhabria, Managing Director will be completing his term of appointment on 30th June 2010. The Board of Directors at its meeting held on 30tfl April 2010 has approved his reappointment for a period of five years. The terms and conditions of his reappointment are being put up to the members for approval. Accordingly, suitable resolution which appears in the notice of ensuing Annual General Meeting has been proposed for consideration.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. S. B. (Ravi) Pandit, Mr. Pradeep R. Rathi and Mr. Sanjay K. Asher retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment. The Board of Directors recommends their reappointment as Directors of the Company.

AUDITORS

M/s B.K. Khare & Company, Chartered Accountants, Auditors of the Company, hold office until conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

ACKNOWLEDGEMENT

Your Directors are grateful to the Central and State Governments, Statutory Authorities, Local Bodies, Banks and Financial Institutions for their cooperation and support. Your Directors warmly acknowledge the faith and confidence reposed in the Company by its channel partners, dealers, customers, and Real Estate Organisations in suportings its business activities and growth. Your Directors express their gratitude to the other business associates of the Company for their unstinting support. Your Directors value the commitment of the employees towards the Company and appreciate their valuable contributions for the progress and growth of the Company. Last but not the least your Directors are thankful to the Members for extending the trust and confidence shown.

For and on behalf of the Board of Directors P.P. Chhabria Chairman Pune Dated :30th April 2010.

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