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Dalmia Industrial Development Ltd.

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NSE: N.A. ISIN Code: INE642P01019
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Dalmia Industrial Development Ltd. (DALMIAINDUST) - Director Report

Company director report

Your Directors have pleasure in presenting their 33rd Annual Report and theaudited financial statement for the financial year ended March 31 2015. (Amount in Lacs)

FINANCIAL RESULTS 2014-15 2013-14
Revenue from operations 5058.96 300.52
Other Income 80.56 10.42
Less: Operational & Other expenses 5119.88 300.31
Profit/(Loss) before Depreciation 19.65 10.63
Less: Depreciation 0.48 0.64
Less: Finance Cost 0.03 0.006
Less: Exceptional Items 0 0
Profit/ (Loss) Before Taxation 19.16 9.98
Less: Provision for Tax 6.06 2.99
Less: Prior Year's Income Tax 0 0
Net Profit After Tax 13.55 6.98

STATE OF COMPANY'S AFFAIRS & BUSINESS OPERATIONS

The Company's Net Revenue from operations has increased from Rs. 513952947/- (RupeesFifty One Crore Thirty Nine Lakhs Fifty Two Thousand Nine Hundred And Forty Seven) duringthe FY 2014-15 as compared to the Revenue of Rs. 31094911/- (Rupees Three Crores TenLakhs Ninety Four Thousand Nine Hundred and Eleven) earned from the FY 2013-14. Totalexpenses (including depreciation and finance costs) incurred during the FY 2014-15 haveincreased to Rs. 511991477.61 as compared to the total expenses of Rs. 30097117.09incurred during the FY 2013-14. The Profit after tax (PAT) for the FY 2014-15 was at Rs.1355375.39 as compared to Rs. 698481.91 reported in the previous year.

TRANSFER TO RESERVES:-

The credit balance of Profit and Loss account is transferred to reserves in Balancesheet.

DIVIDEND:

Your Directors decided to plough back the profit and therefore dividend is notdeclared.

HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

The Company did not have any Holding Company during the financial year 2014-15.

As on March 31 2015 the Company had following Subsidiaries and Associates. All ofthem are unlisted:

Sr. No. Name of the Subsidiary Companies Subsidiary & Associates % of Shares Held
1. Aacharan Barter Private Limited Subsidiary 100%
2. Addplus Projects Private Limited Subsidiary 100%
3. Clich Sales Private Limited Subsidiary 100%
4. Compassion Tradelinks Private Limited Subsidiary 100%
5. Drishtinandan Realcon Private Limited Subsidiary 100%
6. Dulcet Realties Private Limited Subsidiary 100%
7. Dumont Suppliers Private Limited Subsidiary 100%
8. Freeaway Traders Private Limited Subsidiary 100%
9. Gajadhar Stockist Private Limited Subsidiary 100%
10. Gopalpriya Vintrade Private Limited Subsidiary 100%
11. Improve Construction Private Limited Subsidiary 100%
12. Jatashankar Trading Private Limited Subsidiary 100%
13. Kamaldhan Distributors Private Limited Subsidiary 100%
14. Kharagpur Warehousing & Logistics Private Limited Subsidiary 100%
15. Lakhdatar Infrastructure Private Limited Subsidiary 100%
16. Lifenu Projects Private Limited Subsidiary 100%
17. Mamraj Conclave Private Limited Subsidiary 100%
18. Neelsimana Commosales Private Limited Subsidiary 100%
19. Ramanarayan Developers Private Limited Subsidiary 100%
20. Ranbhumi Designers Private Limited Subsidiary 100%
21. Sameeksha Vyapar Private Limited Subsidiary 100%
22. Shree Shyam dealmark Private Limited Subsidiary 100%
23. Singhwahini Trading Private Limited Subsidiary 100%
24. Softlink Tie-up Private Limited Subsidiary 100%
25. Subhratri Shopper Private Limited Subsidiary 100%
26. Suhani Marketing Private Limited Subsidiary 100%
27. Vedehi Tradelink Private Limited Subsidiary 100%
28. Venerate Tradelink Private Limited Subsidiary 100%
29. Vidita Realestates Private Limited Subsidiary 100%
30. Vishnudham Constructors Private Limited Subsidiary 100%
31. Yaduveer Marketing Private Limited Subsidiary 100%

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return for the year ended March 31 2015 as provided undersub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management &Administration) Rules 2014 is attached as "ANNEXURE-I" and forms part ofthis report.

SHARE CAPITAL

During the year under review there was no change in the capital structure of theCompany. Company was having Authorized share capital of Rs. 202500000/- at the beginningof the year and it was same till the end.

RELATED PARTIES TRANSACTIONS

All the transactions with related parties are in the ordinary course of business and onarm's length basis. The details of the transactions entered into between the Company andthe related parties on an arms length basis is given in AOC-2 as "ANNEXUREII".

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The particulars of loans are mentioned under schedule 8 of the Balance Sheet hereunder.All the loans provided are repayable on demand and carried interest rates as per theindustrial standards.. The details of the investments under Section 186 of the CompaniesAct 2013 are provided above.

MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE

No material events have occurred in the Company after the date of Balance Sheet.

IMPACTING ON GOING CONCERN STATUS AND COMPANY'S OPERATIONS

There have been no significant and material orders passed by any regulators or courtsor tribunals impacting the going concern status and company's operations in future.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is appended as Annexure I to thisReport.

DIRECTORS:

At present Board of the Company consist of 7 (Seven) Directors who are eligible to actas Director of the Company. None of the Directors are pending for confirmation at this 33rdAnnual General Meeting of the Company. However Mr. Vineet Chowdhary (DIN:00182931) whoholds office longest in the Board is liable to retire by rotation and being eligible offerhimself for re-appointment.

Mrs. Sarika Chowdhary (DIN: 00182952) has resigned from the Board of the Company duringthe year under review w.e.f. December 2 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect tothe directors' responsibility statement it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31 2015 theapplicable Accounting standards had been followed along with proper explanation relatingto the material departures;

(b) the directors of the Company had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2015 andprofit of the Company for the year ended March 31 2015.

(c) the directors of the Company had taken proper and sufficient care for themaintenance of proper accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(d) the directors of the Company had prepared the accounts of the Company for thefinancial year ended March 31 2015 on a going concern basis and;

(e) the directors of the Company had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

RISK MANAGEMENT

The Company like any other enterprise is exposed to business risk which can be aninternal risks as well as external risks. Any unexpected changes in regulatory frameworkpertaining to fiscal benefits and other related issue can affect our operations andprofitability. However the Company is well aware of the above risks and as part ofbusiness strategy has formulated a Risk Management Policy

The Risk Policy approved by the Board clearly lays down the roles and responsibilitiesof the various functions in relation to risk management covering a range ofresponsibilities from the strategic to the operational. These role definitions interalia provide the foundation for your Company's Risk Management Policy and Framework thatis endorsed by the Board and is aimed at ensuring formulation of appropriate riskmanagement procedures their effective implementation across the Company and independentmonitoring and reporting by Internal Audit. Backed by strong internal control systems theCompany is in the process of implementing the current Risk Management Framework thatconsists of the following key elements:

• The Corporate Risk Management policy facilitates the identification andprioritization of strategic and operational risks development of appropriate mitigationstrategies and conducts periodic reviews of the progress on the management of identifiedrisks

• A combination of risk policy and unit wise evolved procedures brings robustnessto the process of ensuring that business risks are effectively addressed.

• Appropriate structures are in place to proactively monitor and manage theinherent risks in businesses with unique / relatively high risk profiles.

• A strong and independent Internal Audit function at the corporate level carriesout risk focused audits across all businesses enabling identification of areas where riskmanagement processes may need to be strengthened. The Board of Directors reviews InternalAudit findings and provides strategic guidance on internal controls. The Board ofDirectors closely monitors the internal control environment within the Company includingimplementation of the action plans emerging out of internal audit findings.

• At the Business level Internal Audit Department personnel continuously verifycompliance with laid down policies and procedures and help plug control gaps by assistingoperating management in the formulation of control procedures for new areas of operation.

• The periodical planning exercise requires all units to clearly identify theirtop risks and set out a mitigation plan with agreed timelines and accountability. TopManagement and Unit heads confirm periodically that all relevant risks have beenidentified assessed evaluated and that appropriate mitigation systems have beenimplemented.

The combination of policies and processes as outlined above is expected to adequatelyaddress the various risks associated with your Company's businesses.

Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance

iv. Providing perspectives and feedback going beyond information provided by themanagement

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.

BOARD COMMITTEES

The Company has the following Committees of the Board:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination & Remuneration Committee

The composition of each of the above Committees their respective role andresponsibility is as detailed in the Report of Corporate Governance.

BOARD INDEPENDENCE:

Our definition of ‘Independence' of Directors is derived from Clause 49 of theListing Agreement with Stock Exchanges and Section 149(6) of the Companies Act 2013.Based on the confirmation / disclosures received from the Directors and on evaluation ofthe relationships disclosed the following Non-Executive Directors are Independent interms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act2013:-

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Company since inception. TheCompany is committed to fulfill its social responsibility as a good corporate citizen. TheCompanies Act 2013 pursuant to the provision of Section 135 has laid down therequirement for constitution of Corporate Social Responsibility Committee which shall beresponsible for laying down the CSR Policy to a certain class or classes of Companies.However our Company does not fall under the requisite criteria and thus the compliancewith the relevant provision of the Companies Act 2013 is not applicable.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors of Dalmia Industrial Development Limited is committed tomaintain the highest standard of honesty openness and accountability and recognize thatemployees have important role to play in achieving the goal.

The Company's Whistleblower Policy encourages Directors and employees to bring to theCompany's attention instances of unethical behavior and actual or suspected incidents offraud or violation of the conduct that could adversely impact the Company's operationsbusiness performance and / or reputation. The Policy provides that the Companyinvestigates such incidents when reported in an impartial manner and takes appropriateaction to ensure that the requisite standards of professional and ethical conduct arealways upheld. It is the Company's Policy to ensure that no employee is victimized orharassed for bringing such incidents to the attention of the Company. The practice of theWhistleblower Policy is overseen by the Board of Directors and no employee has been deniedaccess to the Committee. The Whistleblower Policy is available on the Company's websitewww.dalmiaindustry.co.in

INTERNAL FINANCIAL CONTROL

The Company believes that internal control is a necessary concomitant of the principleof prudent business governance that freedom of management should be exercised within aframework of appropriate checks and balances. The Company remains committed to ensuring aneffective internal control environment that inter alia provides assurance on orderly andefficient conduct of operations security of assets prevention and detection offrauds/errors accuracy and completeness of accounting records and the timely preparationof reliable financial information.

The Company's independent and Internal Audit processes both at the Business andCorporate levels provide assurance on the adequacy and effectiveness of internalcontrols compliance with operating systems internal policies and regulatoryrequirements.

The Financial Statements of the Company are prepared on the basis of the SignificantAccounting Policies that are carefully selected by management and approved by the Board.These in turn are supported by a set of divisional

Delegation Manual & Standard Operating Procedures (SOPs) that have been establishedfor individual units/ areas of operations.

The Company has in place adequate internal financial controls with reference to theFinancial Statements. Such controls have been tested during the year and no reportablematerial weakness in the design or operation was observed. Nonetheless the Companyrecognizes that any internal financial control framework no matter how well designed hasinherent limitations and accordingly regular audit and review processes ensure that suchsystems are reinforced on an ongoing basis. The Company is in process of appointing aninternal auditor to oversee the internal audit mechanism and the same will be done at theearliest.

CHANGE OF MANAGEMENT / OPEN OFFER:

During the previous year under review there has been no change in the management ofthe Company.

SHIFTING OF REGISTERED OFFICE:

The registered office of the Company has not changed during the year under review.

NO. OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee Meetings arepre-scheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.

The Board met 13(Thirteen) times during the financial year the details of which aregiven in the Corporate Governance Report that forms part of this AnnualReport. The intervening gap between any two meetings was within the period prescribed bythe Companies Act 2013. The maximum interval between any two meetings did not exceed 120days as prescribed under the Companies Act 2013..

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Clause 49 of the ListingAgreement.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated. The evaluation of all the directors and the Boardas a whole was conducted based on the criteria and framework adopted by the Board. TheBoard approved the evaluation results as collated by the nomination and remunerationcommittee.

None of the independent directors are due for re-appointment.

AUDITORS AND AUDITOR'S OBSERVATIONS:

M/s R.K.P Associates Chartered Accountants Mumbai hold office up to the ensuingAnnual General Meeting and being eligible offer themselves for re-appointment. The Boardrecommends their appointment for a term of four consecutive years from the conclusion ofthirty third Annual General Meeting up to the conclusion of thirty seventh Annual GeneralMeeting of the Company in the calendar year 2019. The Company has received letter fromthem to the effect that their appointment if made would be within the prescribed limitsunder Section 141(3)(g) of the Companies Act 2013 and that they are not disqualified fromappointment.

COMMENTS ON AUDITORS' REPORT

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. R.K.P Associates Chartered Accountants in their Audit Report. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee of the Company inthe year under review. All observations of Auditors are self explanatory and therefore donot call for any further comments by Directors in this report.

SECRETARIAL AUDITOR & SECRETARIAL AUDITORS' REPORT

Mr. Amit R Dadheech & Associates Practicing Company Secretaries Mumbai wasappointed to conduct the Secretarial Audit of the Company for the financial year 2014-15as required under Section 204 of the Companies Act 2013 and Rules there under. Thesecretarial audit report for FY 2014-15 forms part of the Annual Report as "ANNEXUREIII" to the Board Report.

DEPOSITS

The Company has not accepted any deposits within the meaning of Chapter V of TheCompanies Act 2013 during the year under review. No deposit remained unpaid or unclaimedas at the end of the year and accordingly there has been no default in repayment ofdeposits or payment of interest thereon during the year.

COST AUDITORS

Cost Audit is not applicable to the Company during the financial year under review.

CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India. The Report on Corporate Governance as stipulated under Clause 49of the Listing Agreement forms part of the Annual Report. The Certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceas stipulated under Clause 49 is also published elsewhere in this Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH &DEVELOPMENT AND FOREIGNEXCHANGE EARNINGS AND OUTGO

(a) Energy conservation measures taken : Nil
(b) Additional investments and proposals if any being implemented for reduction of consumption of energy : Nil
(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods : Nil
(d) Total energy consumption and energy consumption per unit of production : Nil

FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption : Nil
B. Consumption per unit of production : Nil

TECHNOLOGY ABSORPTION

FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.

I Research and Development : Nil
II Technology Absorption Adaptation and : Nil
Innovation

FOREIGN EXCHANGE EARNINGS AND OUTGO

I. Earnings in Foreign Exchange during the year : Nil
II. Foreign Exchange outgo during the year : Nil

ANTI SEXUAL HARASSMENT POLICY

The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013". The Company has in place an Anti SexualHarassment Policy in line with the requirements of Sexual Harassment of Women at Workplace(Prevention

Prohibition and Redressal) Act 2013. An Internal Committee has been set up to redressthe complaints received regarding sexual harassment at workplace. All employees includingtrainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed offduring the current financial year.

Number of Complaints received : Nil
Number of Complaints disposed off : Nil

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are made available at the registered office of theCompany. The members desirous of obtaining the same may write to the Company Secretary atthe registered office of the Company.

ACKNOWLEDGEMENTS

Your directors express their appreciation for the sincere co-operation and assistanceof Central and State Government authorities bankers suppliers customers and businessassociates. Your directors also wish to place on record their deep sense of appreciationfor the committed services by your company's employees. Your directors acknowledge withgratitude the encouragement and support extended by our valued shareholders.

Date: September 01 2015 By order of the Board
Place: Kolkatta Dalmia Industrial Development Limited
SD/-
Vikash Chowdhary
Chairman and Managing Director
DIN: 00182941

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