Your Directors have pleasure in presenting their 37th Annual Report and theAudited Financial Statement for the financial year ended March 31 2019.
(Amount in Lacs)
|PARTICULARS ||2018-2019 ||2017-2018 |
|Revenue from Operation ||52.68 ||1356.83 |
|Other Income ||565.33 ||11.49 |
|Total Revenue ||618.02 ||1368.32 |
|Total Expenditure ||598.90 ||1377.46 |
|Profit/Loss before Taxation ||19.11 ||(9.13) |
|Less: Tax Expenses Current Tax : ||4.77 ||(0.16) |
|Add/Less: Deferred Tax ||- ||- |
|Profit/Loss after Taxation ||14.33 ||(8.97) |
STATE OF COMPANYfS AFFAIRS & BUSINESS OPERATIONS
The Company s Net Revenue from operations has decreased from Rs. 1356.83/- Lacs duringthe FY 2017-18 to Rs. 52.68/- Lacs during the FY 2018-19.
During the year under review the company recorded a Net Profit of Rs. 14.33/- Lacsagainst Net Loss of Rs. 8.97/- Lakhs during the previous year.
The Company does not propose to declare dividend for the financial year ended March 312019 and wishes to plough back the profits for the further expansion activities of theCompany.
EXPLANATION TO AUDITORfS REMARK
The observations of the Statutory Auditors when read together with the relevant notesto the accounts and accounting policies are self-explanatory and do not calls for anyfurther comment.
HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
There is no holding subsidiary & Associates Company as on financial year endedMarch 31 2019.
EXTRACT OF THE ANNUAL RETURN
An extract of the Annual Return for the year ended March 31 2019 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 of thisreport.
During the year under review there was no change in the capital structure of theCompany.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS`
Details pertaining to loans guarantees or investments are provided in the notes to theFinancial Statements.
MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE
No material events have occurred after the financial year ended March 31 2019 of theCompany.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THANTHOSE WHICH ARE REPORTABLE TO THE CENTRAL GEOVERNMENT:-
There were no frauds as reported by the Statutory Auditors under sub-section 12 ofSection 143 of the Companies Act 2013 along with Rules made there-under other than thosewhich are reportable to the Central Government.
SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS AND COMPANY'SOPERATIONS
SEBI vide Circular No. SEBI/HO/ISD/OW/P/2017/18183 dated August 7 2017 has classifiedthe Company as Shell Company. SEBI has also passed an Interim order against the Companyvide order No WTM/MPB/ISD/41/2017 dated September 26 2017 in lieu of which the Companyhas filed reply to SEBI on January 25 2018 clarifying the issues raised by the SEBI andthe matter is pending as on the date.
COMPANYfS POLICY ON DIRECTOR'S 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 published on the website of theCompany viz. www.dalmiaindustry.co.in
During the year under review the Board consists of 4 (Four) Directors and none of theDirectors are disqualified.
LIST OF DIRECTORS PRESENT ON THE BOARD AS ON DATE:
|DIN/PAN ||NAME OF DIRECTORS ||APPOINTMENT DATE |
|03575779 ||Mr. Raj Mohta ||30/05/2017 |
|03611167 ||Mrs. Pramila Bansal ||30/03/2015 |
|07026952 ||Mr. Sailendra Nath Bakshi ||02/12/2014 |
|08378192 ||Mr. Nirmal Kumar Lath ||10/05/2019 |
LIST OF DIRECTORS RESIGNED FROM THE BOARD:
|DIN/PAN ||NAME OF DIRECTORS ||BEGIN DATE ||END DATE |
|06624956 ||Mr. Vikash Dhelia ||02/12/2014 ||09/10/2018 |
DIRECTORSf 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 2019 the applicable Accounting standards had been followed along with proper explanation relating to the material departures; |
|(b) the directors of the Company 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 as at March 31 2019 and profit of the Company for the year ended March 31 2019. |
|(c) the directors of the Company had taken proper and sufficient care for the maintenance of proper accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; |
|(d) the directors of the Company had prepared the accounts of the Company for the financial year ended March 31 2019 on a going concern basis and; |
|(e) the directors of the Company had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. |
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 and prioritization of strategic and operational risks development of appropriate mitigation strategies and conducts periodic reviews of the progress on the management of identified risks |
|? A combination of risk policy and unit wise evolved procedures brings robustness to the process of ensuring that business risks are effectively addressed. |
|? Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles. |
|? A strong and independent Internal Audit function at the corporate level carries out risk focused audits across all businesses enabling identification of areas where risk management processes may need to be strengthened. The Board of Directors reviews Internal Audit findings and provides strategic guidance on internal controls. The Board of Directors closely monitors the internal control environment within the Company including implementation of the action plans emerging out of internal audit findings. |
|? At the Business level Internal Audit Department personnel continuously verify compliance with laid down policies and procedures and help plug control gaps by assisting operating management in the formulation of control procedures for new areas of operation. |
|? The periodical planning exercise requires all units to clearly identify their top risks and set out a mitigation plan with agreed timelines and accountability. Top Management and Unit heads confirm periodically that all relevant risks have been identified assessed evaluated and that appropriate mitigation systems have been implemented. |
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 its performance |
|iv. Providing perspectives and feedback going beyond information provided by the management |
|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.
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.
Our definition of Independence of Directors is derived from SEBI (LODR) Regulations2015 and Section 149(6) of the Companies Act 2013. Based on the confirmation /disclosures received from the Directors and on evaluation of the relationships disclosedthe following Non-Executive Directors are Independent in terms of Regulation 27 of SEBI(Listing And Obligation Requirement) Regulation 2015 and Section 149(6) of the CompaniesAct 2013
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 theSignificant Accounting Policies that are carefully selected by management and approved bythe Board. These in turn are supported by a set of divisional Delegation Manual &Standard Operating Procedures (SOPs) that have been established for 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.
NO. OF MEETINGS OF THE BOARD:
The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013. The maximum interval between any two meetings did not exceed 120 daysas prescribed under the Companies Act 2013.
The Board of Directors met 06 (Six) times during the financial year i.e. on 30/05/201807/08/2018 05/09/2018 12/11/2018 29/11/2018 and 14/02/2019.
The details of Directors attendance in the Board Meeting is stated below:
|Name of Director ||No of Board Meetings attended |
| ||during Financial Year 2018 - 2019 |
|1. Mrs. Pramila Bansal ||6 |
|2. Mr. Vikash Dhelia ||3 |
|3. Mr. Sailendra Nath Bakshi ||6 |
|4. Mr. Raj Mohta ||6 |
|5. Mr. Nirmal Lath ||NIL |
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 Regulation 27 of SEBI (ListingObligation and Disclosure Requirement) Regulation 2015.
Regulation 27 of SEBI (Listing and Obligation Requirement) Regulations 2015 mandatesthat the Board shall monitor and review the Board evaluation framework. The Companies Act2013 states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shallbe done by the entire Board of Directors excluding the director being evaluated. Theevaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The Board approved the evaluation results ascollated by the nomination and remuneration committee.
None of the independent directors are due for re-appointment.
AUDITORS AND AUDITOR'S OBSERVATIONS:
The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting is done away by CompaniesAmendment Act 2017 vide notification dated May 7 2018 issued by the Ministry ofCorporate Affairs New Delhi. Accordingly no resolution is proposed for ratification ofthe appointment of Auditors who were appointed in the Annual General Meeting heldon."
COMMENTS ON AUDITORSf REPORT:
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. NKAS Associates Chartered Accountants in their Audit Report. The Statutory Auditorshave not reported any incident of fraud to the Audit Committee of the Company in the yearunder review. All observations of Auditors are self explanatory and therefore do not callfor any further comments by Directors in this report.
SECRETARIAL AUDITOR & SECRETARIAL AUDITORSf REPORT
Mr. Amit R Dadheech & Associates Practicing Company Secretaries Mumbai wasappointed to conduct the Secretarial Audit of the Company for the financial year 2018-19as required under Section 204 of the Companies Act 2013 and Rules there under. Thesecretarial audit report for FY 2018-19 forms part of the Annual Report as gANNEXUREIIh to the Board Report.
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 Audit is not applicable to the Company during the financial year under review.
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 Regulation27 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 forms partof the Annual Report. The Certificate from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance as stipulated under Regulation 27is 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 |
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
|Particulars ||Current year ||Previous Year |
|Foreign Exchange earnings ||NIL ||NIL |
|Foreign Exchange Out go ||NIL ||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 respect and as mandatedunder "The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013". The Company has in place an Anti Sexual Harassment Policy inline with the requirements of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. An Internal Committee has been set up to redress thecomplaints 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
The Company has established a Familiarization Programme for Independent Directors. Asper Reg 25(7) of SEBI (LODR) In which the Board briefed him about the following points:
|a) Nature of the industry in which the Company operates |
|b) Business model of the Company |
|c) Roles rights responsibilities of independent directors |
|d) Any other relevant information |
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 Whole time Directorat the registered office of the Company.
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.
| ||By order of the Board |
| ||Dalmia Industrial Development Limited |
| ||Sd/- |
| ||Raj Mohta |
| ||DIN: 03575779 |
|Date: September 4 2019 || |
|Place: Kolkata || |