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Delma Infrastructure Ltd.

BSE: 512121 Sector: Others
NSE: N.A. ISIN Code: N.A.
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Delma Infrastructure Ltd. (DELMAINFRA) - Director Report

Company director report

To

The Members of

DELMA INFRASTRUCTURE LIMITED

(Formerly known as Hari Om Trades and Agencies Limited)

Your Directors have pleasure in presenting the 31st Annual Report on thebusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended March 31 2016.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Particulars Year ended March 31 2016 Year ended March 31 2015
Total Income 57787 2500000
Total Expenditure 8371325 4716982
Profit before exceptional and extraordinary items and tax (8313538) (2216982)
Exceptional Items 568465 568465
Extraordinary Items 0 0
Profit/Loss before Tax (8882003) (2785447)
Provision for Taxation
Deferred Tax
Income tax related to earlier year
Profit/ Loss after Tax (8882003) (2785447)
Paid up Equity Share Capital 2490000 2490000
Reserves & Surplus (9720085) (838082)

2. TRANSFER TO RESERVES

It is proposed not to transfer any amount to reserves since the Company has not earnedany profits during FY 2015-16.

3. DIVIDEND

In view of the business loss during the year no dividend is recommended by the Boardfor the financial year ended 31s1 March 2016.

4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

During the year under review your Company is not operational. However the Company hasearned income from other sources of Rs. 57787/-as compared to Rs. 2500000/- income ofthe Previous Year.

The Company has incurred Loss after tax during the year of Rs. (8882003)/- ascompared to the Loss after Tax of the previous year of Rs. (2785447)/-.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year underreview.

6. DETAILS OF SUBSIDIARY. ASSOCIATES AND TOINT VENTURES COMPANIES

As on March 31 2016 your company has no subsidiary company associates or JVcompanies.

7. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

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

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.

The Company has adequate systems of internal control to ensure that all assets aresafeguarded and protected against loss from unauthorized use and procedures commensuratewith the size

and nature of business. The Company continuously upgrades its systems in line with thebest availability practices. These systems are supported by periodical reviews by themanagement and standard policies and guidelines to ensure that financial and other recordsare prepared accurately.

During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

10. DEPOSITS

During the year under review your Company did not accept any deposits in terms ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rules 2014. No amounts were outstanding which were classified as Deposit under theapplicable provisions of the Companies Act 2013 as on the balance sheet date.

11. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the financial year under review the Company has not given any loan provided anyguarantees and made any investments which are governed by the provisions of Section 186 ofthe Companies Act 2013.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions/contracts/arrangements entered by the Company during the yearunder review with related party (/ies) are in the ordinary course of business and on arms'length basis and not material in nature. As the transactions entered do not fall underSection 188(1) of the Companies Act 2013 hence Form AOC-2 is not required to befurnished.

13. AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

a) Observations Of Statutory Auditors On Accounts For The Year Ended March 31 2016

The auditor's report does not contain any qualification reservation or adverse remarkor disclaimer.

b) Statutory Auditors

At the Annual General Meeting Members are requested to ratify the appointment of M/s.A.K. Bagadia & Co. Chartered Accountants Mumbai (Firm Registration No. 100846W) asStatutory Auditors of the Company made by resolution passed at the 29th Annual GeneralMeeting of the Company to hold office from the conclusion of the 29th Annual GeneralMeeting until the conclusion of the Annual General Meeting of the Company for theFinancial Year 2016-17 for the balance term on such remuneration as may be fixed by theBoard.

Necessary resolution for ratification for re-appointment of the said Auditors isincluded in the Notice of Annual General Meeting for seeking approval of members.

14. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 2500000/- and Paid-up ShareCapital is Rs. 2490000/- during the year under review.

The Company has not issued any equity shares with differential rights / sweat equityshares/ employee stock options or not made any provision of its own shares by employees orby trustees for the benefit of employees during the financial year 2015-2016.

The Company has not made any purchase or provision of its own shares by employees or bytrustees for the benefit of employees during the financial year 2015-2016.

15. CORPORATE GOVERNANCE REPORT

Pursuant to the Regulation 15 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Compliance related to the Corporate Governance is notmandatory to the Company.

In view of the above Company has not provided report on corporate governance andauditor's certificate thereon for the year ended March 31 2016. However whenever theprovision will becomes applicable to the Company at a later date the Company shall complywith the requirements of the same within six months from the date on which the provisionsbecame applicable to the Company.

16. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

a) Energy Conservation & Technology Absorption

Your Company is not engaged in any manufacturing activity and thus its operations arenot energy intensive. However adequate measures are always taken to ensure optimumutilization and maximum possible saving of energy.

The Company has maintained a technology friendly environment for its employees to workin. Your Company uses latest technology and equipments. However since the Company is notengaged in any manufacturing the information in connection with technology absorption isNIL.

b) Foreign Exchanee Earnings And Outeo

The foreign exchange earnings and outgo as required under section 134(3)(m) of theCompanies Act 2013 read with rule 8(2) of the Companies (Accounts) Rules 2014 areprovided as follows:

a. Total foreign exchange earned NIL
b. Total foreign exchange outgo NIL

17. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended March 31 2016 made under the provision ofSection 92(3) of the Act is attached as 'Annexure I' which forms part of thisReport.

18. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL- DIRECTORS

a) Changes In Directors And Key Managerial Personnel

In accordance with the provisions of Section 152 (6) of the Companies Act 2013 and interms of the Memorandum and Articles of Association of the Company Mr. Ahmed KhaleelKhaled Almeraikhi (DIN 05256947) who is liable to retire by rotation and is eligible forre-appointment has offered himself for re- appointment.

During the year under review Ms. Swati Sahukara resigned as Company Secretary of theCompany with effect from the closing hours of May 29 2015. The Board has placed on recordits appreciation for the services rendered by Ms. Swati Sahukara during her tenure as aCompany Secretary.

In pursuance to Section 203 of the Companies Act 2013 Ms. Prachi Jain has beenappointed as Company Secretary and Compliance Officer with effect from July 01 2015.

b) Declaration by an Independent Director(s) and re-appointment if any

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.

c) Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Committee and Nomination and RemunerationCommittee.

The Independent Directors expressed their satisfaction with the evaluation processfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of duties obligations responsibilities andgovernance.

19. DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIES

a) Board Meetings

The Board of Directors met 6 times during the financial year ended March 31 2016 whichis in accordance with the provisions of the Companies Act 2013 and rules made thereunder.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. The date of board meetings are:

1. May 29 2015

2. August 14 2015

3. November 13 2015

4. January 09 2016

5. February 12 2016

6. March 142016

Name of Directors Category No. of meetings held No. of meetings attended
Mr. Umesh Mohanan Executive 6 5
Mr. Ahmed KK Almeraikhi Non- Executive Non-Independent 6 2
Mr. Zulfiqur Haider Non- Executive Non-Independent 6 2
Mr. Bharat Gupta Independent 6 4
Mrs. Kavita Chhajer Independent 6 4

b) Nomination And Remuneration Committee

The Board has framed Nomination and Remuneration Committee in accordance with theprovisions of subsection (3) of Section 178 of the Companies Act 2013.The Nomination andRemuneration Committee consist of Mrs..Kavita Chhajer as a Chairman and Mr. Bharat Guptaand Mr. Zulfiqur Haider as the members. During the year under review the Nomination andRemuneration Committee met once on June 272015.

c) Audit Committee

The audit committee of the Company is constituted in Line with the provisions ofSection 177 of the Act. All the recommendation made by the Audit Committee on variousmatters has been accepted by the Board. The Audit Committee consists of Mr. Bharat Guptaas the Chairman and Mrs. Kavita Chhajer and Mr. Umesh Mohanan as the Members. AuditCommittee met 4 times during the year on May 29 2015 August 14 2015 Noyember 13 2015and February 12 2016-

Name of Directors Category No. of : meetings held No. of meetings attended
Mr. UmeshMohanan Executive 4 4
Mr. Bharat Gupta Independent 4 4
Mrs. KavitaChhajer Independent 4 4

20. SECRETARIAL AUDIT

The Board of Directors of the Company has in compliance with the provisions of Section204 of the Companies Act 2013 appointed Kothari H. & Associates Practicing CompanySecretaries to carry out secretarial audit of the company for the financial year 2015-16.

Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as'Annexure II' to this report.

The Secretarial Audit Report contains the following qualifications:

1. There was delay in submission of Shareholding Pattern under Reg. 31 Statement ofInvestor Complaint under Reg. 13 Reconciliation of Share Capital Audit Report under Reg.55A of SEB1 (Depository Participants) Regulations.

2. As per Regulation 31(2) dematerialization of the shareholding of the promoter andpromoter group is pending.

The Board hereby states that the qualification mentioned above is self-explanatory andthe Board shall do necessary efforts to comply in the ensuing financial year.

21. MANAGERIAL REMUNERATION

During the FY2015-16 there were no employee in the Company whose particulars arerequired to be given in terms of Section 197 (12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

22. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Vigil mechanism incorporates a whistle blower policy. All protected disclosures canbe made through an email or telephone or through a letter. The Policy has been disclosedon the Company's website www.delmainfra.com

23. PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

During the year under review the Company has not received any complaints on sexualharassment.

24. RISK MANAGEMENT POLICY

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in strategy business and operational plans.

25. LISTING

At present the Company's Equity Shares are listed at BSE Limited and the Company haspaid the Listing fees to the above Exchanges for the year 2016-17.

26. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed;

a) That in the preparation of the annual financial statements for year ended March 312016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) That the directors 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 2016 andof the profit and loss of the company for the year ended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance-with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That the proper internal financial controls were in place and that such internalfinancial controls were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and were operating effectively.

27. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

For and on behalf of the Board of Directors

Director

Y DIN: 02455902

Date: 13.08.2016

Place: Mumbai