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Dalmia Industrial Development Ltd.

BSE: 539900 Sector: Others
NSE: N.A. ISIN Code: INE642P01019
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VOLUME 100
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Dalmia Industrial Development Ltd. (DALMIAINDUST) - Director Report

Company director report

Your Directors have pleasure in presenting their 35th Annual Report and the AuditedFinancial Statement for the financial year ended March 31 2017. (Amount in Lacs)

FINANCIAL RESULTS 2016-17 2015-16
Revenue from operations 2310.80 4766.90
Other Income 16.89 45.06
Less: Operational & Other expenses 2319.39 4798.70
Profit/(Loss) before Depreciation 8.30 13.26
Less: Depreciation 0.53 1.24
Less: Finance Cost 0.00 0.00
Less: Exceptional Items 0.00 0.00
Profit/ (Loss) Before Taxation 7.76 12.02
Less: Provision for Tax 2.40 3.71
Less: Prior Year’s Income Tax 0.00 0.00
Net Profit After Tax 5.36 8.30

STATE OF COMPANY’S AFFAIRS & BUSINESS OPERATIONS

The Company’s Net Revenue from operations has decreased from Rs. 4811.96/- Lacsduring the FY 2015-16 to Rs. 2327.70/- Lacs during the FY 2016-17.

Total expenses (including depreciation and finance costs) incurred during theF.Y.2016-17 has decreased to Rs. 2319.93/- Lacs as compared to the total expenses of Rs.4799.94/- Lacs incurred during the F.Y. 2015-16.

The Profit after tax (PAT) for the F.Y. 2016-17 was at Rs. 5.36 Lacs as compared to Rs.8.30 Lacs reported in the previous year.

TRANSFER TO RESERVES:-

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

DIVIDEND:

In order to conserve the reserves the Company does not propose to declare dividend forthe financial year ended March 31 2017.

HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

As on March 31 2017 the Company had following Subsidiaries and Associates. - requiredetails from company

Sr. No. Name of the Subsidiary Companies Subsidiary & Associates % of Shares Held
1. Adhika Retails Private Limited Subsidiary 100%
2. Compassion Tradelink P Ltd Subsidiary 100%
3. Danapati Constructions Private Limited Subsidiary 100%
4. Dasbhuja Vanijya Private Limited Subsidiary 100%
5. Dasmaya Commosales Private Limited Subsidiary 100%
6. Devnet Real Estate Private Limited Subsidiary 100%
7. Dulcet Realties Private Limited Subsidiary 100%
8. Dumont Suppliers Private Limited Subsidiary 100%
9. Giridham Merchandise Private Limited Subsidiary 100%
10. Kamaldhan Distributors Private Limited Subsidiary 100%
11. Kharagpur Warehousing & Logistics Private Limited Subsidiary 100%
12. Lifenu Projects Private Limited Subsidiary 100%
13. Neelsimana Commosales Private Limited Subsidiary 100%
14. Prempushap Vyapaar Private Limited Subsidiary 100%
15. Ranbhumi Designers Private Limited Subsidiary 100%
16. Sameeksha Vyapaar Private Limited Subsidiary 100%
17. Secfence Marketing Private Limited Subsidiary 100%
18. Shitalmayee Commercial Private Limited Subsidiary 100%
19. Shivaasha Suppliers Private Limited Subsidiary 100%
20. Shree Shyam Dealmark Private Limited Subsidiary 100%
21. Singhwahini Trading Private Limited Subsidiary 100%
22. Softlink Tie-Up Private Limited Subsidiary 100%
23. Subharti Shoppers Private Limited Subsidiary 100%
24. Swarnsathi Vanijya Private Limited Subsidiary 100%
25. Tohit Retails Private Limited Subsidiary 100%
26. Venetratre Tradelink Private Limited Subsidiary 100%
27. Yaduveer Marketing Private Limited Subsidiary 100%

All the Subsidiary Companies are unlisted.

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return for the year ended March 31 2017 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. The Company was having Authorized share capital of Rs 202500000/- at thebeginning of 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 Companyand the 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 Company has not provided any Loan Guarantees or made investment attracting theprovision of Section 186 of Companies Act 2013.

MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE

During the year under review the company executed the New Listing Agreement with theStock Exchange on April 15 2016 in compliance with SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015.

The Company has sent disclosure to Stock Exchanges on May 03 2017 that the Companyreceived request from Promoter and Promoter Group for re-classification of persons from"Promoter and Promoter Group" to "Public Category". The Companyobtained the approval from BSE Limited on July 24 2017; The Metropolitan Stock Exchangeof India Limited on July 26 2017 and the approval from Calcutta Stock Exchange Limited isyet to receive. The details of change is as follows:

Sr. No. Name of Person No. of Shares held % Holding
1. Vikash Chowdhary 22550 0.11
2. Sarika Chowdhary 22300 0.11
3. Manju Devi Dhelia 17675 0.09
4. Vineet Chowdhary 12300 0.06
5. Rajesh Kumar Agarwal HUF 12300 0.06
6. Sweta Chowdhary 12300 0.06
7. Neha Kumari 12250 0.06
8. Saroj Agarwal 12250 0.06
9. Rajesh Kumar Agarwal 12200 0.06
10. Ram Krishna Chowdhary 10350 0.05
TOTAL 146475 0.72

The above said changes got effected through members approval vide Extra ordinaryGeneral Meeting held on June 30 2017 and Mr. Vikash Chowdhary and Mr. Vineet Chowdharyhas resigned from the Board with effect from May 30 2017.

SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS ANDCOMPANY’S OPERATIONS

The Company has received a Notice from Stock Exchanges informing that SEBI vide itsCircular No. SEBI/HO/ISD/OW/P/2017/18183 dated August 7 2017 has classified the Companyas "Shell Company" as identified by Ministry of Corporate Affairs.

However the Company strongly resist the same and are in process of filing relevantdocument certificates and confirmations as required by the Regulatory Authorities.

This order if passed against the Company by SEBI (Regulatory Authority) may impact thegoing 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 includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is published on thewebsite of the Company viz. www.dalmiaindustry.co.in

DIRECTORS:

During the year under review the Board consist of 6 (Six) Directors and none of theDirectors are disqualified.

LIST OF DIRECTORS PRESENT ON THE BOARD AS ON DATE:

DIN/PAN NAME OF DIRECTORS APPOINTMENT DATE
00375564 Alok Agarwal 22/11/1986
03575779 Raj Mohta 30/05/2017
03611167 Pramila Bansal 30/03/2015
06624956 Dhelia Vikash 02/12/2014
07022019 Kishor Vasant Hajare 02/12/2014
07026952 Sailendra Nath Bakshi 02/12/2014

LIST OF DIRECTORS RESIGNED FROM THE BOARD:

DIN/PAN NAME OF DIRECTORS BEGIN DATE END DATE
00182931 Vineet Chowdhary 08/02/2013 30/05/2017
00182941 Vikash Chowdhary 08/02/2013 30/05/2017

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 2017 theapplicable Accounting standards had been followed along with proper explanation relatingto the material departures; (b) the directors of the Company had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2017 and profit of the Company for the year ended March 31 2017.(c) the directors of the Company had taken proper and sufficient care for the maintenanceof proper accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (d) the directors of the Company had prepared the accounts of theCompany for the financial year ended March 31 2017 on a going concern basis and; (e) thedirectors of the Company had devised proper systems to ensure compliance with theprovisions 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 and prioritizationof strategic and operational risks development of appropriate mitigation strategies andconducts periodic reviews of the progress on the management of identified risks

A combination of risk policy and unit wise evolved procedures brings robustness to theprocess of ensuring that business risks are effectively addressed.

Appropriate structures are in place to proactively monitor and manage the inherentrisks in businesses with unique / relatively high risk profiles.

A strong and independent Internal Audit function at the corporate level carries outrisk 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 their top risksand set out a mitigation plan with agreed timelines and accountability. Top Management andUnit heads confirm periodically that all relevant risks have been identified assessedevaluated 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 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 ofthe Listing 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 Regulation 27 of SEBI (Listing And Obligation Requirement) Regulation 2015 andSection 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 & StandardOperating Procedures (SOPs) that have been established for individual units/ areas ofoperations.

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.

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 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 7 (Seven) times during the financial year i.e. on15/04/2016 30/05/2016 11/08/2016 30/08/2016 27/10/2016 14/11/2016 and 14/02/2017.

The details of Directors attendance in the Board Meeting is stated below:

Sr. No. Name of Director No of Board Meetings attended during Financial Year 2016 –
1. Mr. Vineet Chowdhary* 0(Zero)
2. Mr. Vikash Chowdhary* 7(Seven)
3. Mr. Alok Agarwal 7(Seven)
4. Ms. Pramila Bansal 7(Seven)
5. Mr. Dhelia Vikash 7(Seven)
6. Mr. Kishor Vasant Hajare 7(Seven)
7. Mr. Sailendra Nath Bakshi 7(Seven)
8. Mr. Raj Mohta NIL

* Resigned from the Directorship on 30.05.2017

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.

BOARD EVALUATION

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 the Companies Act 2013 states that the performance evaluation ofindependent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The evaluation of all the directors and the Board as a whole wasconducted based on the criteria and framework adopted by the Board. The Board approved theevaluation results as collated by the nomination and remuneration committee.

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

AUDITORS AND AUDITOR’S OBSERVATIONS:

M/s R.K.P Associates Chartered Accountants Kolkata hold office up to the ensuingAnnual General Meeting and being eligible offer themselves for re-appointment. The Boardrecommends their appointment for a term of two consecutive years from the conclusion ofthirty fifth 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: NEED TO CONFIRM IT FROM 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 2016-17as required under Section 204 of the Companies Act 2013 and Rules there under. Thesecretarial audit report for FY 2016-17 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 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 27 is also published elsewhere in this AnnualReport.

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

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 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 toredress the complaints received regarding sexual harassment at workplace. All employeesincluding trainees 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

FAMILIARIZATION PROGRAMME

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 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 acknowledgewith gratitude the encouragement and support extended by our valued shareholders.

By order of the Board
Dalmia Industrial Development Limited
Sd/-
Date: September 2 2017 Raj Mohta
Place:Kolkata DIN: 03575779