You are here » Home » Companies » Company Overview » Delta Industrial Resources Ltd

Delta Industrial Resources Ltd.

BSE: 539596 Sector: Others
NSE: N.A. ISIN Code: INE681Q01015
BSE 00:00 | 03 Dec 8.15 -0.41
(-4.79%)
OPEN

8.15

HIGH

8.15

LOW

8.15

NSE 05:30 | 01 Jan Delta Industrial Resources Ltd
OPEN 8.15
PREVIOUS CLOSE 8.56
VOLUME 396
52-Week high 9.01
52-Week low 2.10
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.15
CLOSE 8.56
VOLUME 396
52-Week high 9.01
52-Week low 2.10
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Delta Industrial Resources Ltd. (DELTAINDUSTRIAL) - Director Report

Company director report

To the Shareholders

Your Directors take pleasure in presenting the 35th Annual Report on the business andoperations of your Company along with the Audited Standalone Financial Statements for theyear ended March 31 2020.

COMPANY OVERVIEW

Delta Industrial Resources Limited was incorporated under Companies Act 1956 on 19thDecember 1984. Equity Shares of the Company are listed on BSE Limited and MetropolitanStock Exchange of India

Limited (MSEI) (formerly known as MCX Stock Exchange Limited).

FINANCIAL PERFORMANCE OF THE COMPANY

The Company's financial results are as under:

Particular Current Year 2019-20 Previous Year 2018-19
Revenue from Operations 6402.00 60382.95
Total revenue (including other income) 9660.89 63872.15
Total Expenses 9766.66 65285.28
Profit/(Loss) before tax (105.77) (1413.13)
Tax Expenses:
Less: Current tax - -
Add: Deferred tax (1.43) 2.14
Profit/(Loss) after tax (107.20) (1410.99)

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The total revenue from operations of your Company for the year ended March 31 2020stood at Rs.6402.00 as against Rs. 60382.25 for the year ended March 31 2019. The companyincurred loss before tax of an amount of Rs. (105.77) as compared to fit loss before taxof Rs. (1413.13) in the previous year. Hence The loss after tax for the year ended March3 1 2020 recorded of Rs. (107.20) as compared to loss after tax of Rs. (1410.99) in theprevious year.

STATE OF COMPANY'S AFFAIRS

With the expected positive momentum in the Indian economy the Company is focused ongrowth and achieving profitability along with a renewed commitment to customer service.Innovations investment and positive modifications are expected in the near futureboosting the Company's revenue. Together with forward looking strategy the Company isalso focusing extensively on expanding the business and operational improvements throughvarious strategic projects for operational excellence.

RESERVES

Your Company has not transferred any amount to general reserve out of the profits ofthe year.

DIVIDEND

The Company incurred the loss this year therefore directors do not recommend anydividend on Equity Shares for the financial year 2019-20.

SHARE CAPITAL

The present Authorized Share Capital of the Company is Rs. 65000000/- (Rupees SixCrores Fifty Lacs) divided into 6500000 (Sixty Five Lacs) equity shares of Rs. 10/-(Rupees Ten) each.

Paid up share capital of the Company as on 31st March 2020 is Rs.53930000/- (Rupees Five Crore Thirty Nine Lacs Thirty Thousand) divided into 5393000(Fifty Three Lacs Ninety Three Thousand) equity shares of Rs. 10/- (Rupees Ten) each .

During the year there has been no change in the share capital of the Company.

DEPOSITS

During the year under review the Company has not accepted any deposits from the publicunder Section 73 of the Companies Act 2013 and rules made thereunder. There is nounclaimed or unpaid deposit lying with the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company Section 134(3)(m)of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014relating to conservation of energy and technology absorption are not applicable to theCompany. However the Company makes all efforts towards conservation of energy protectionof environment and ensuring safety. During the year under review the Company had noearnings and expenditure in foreign exchange.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In the opinion of the Board there has been no material changes and commitments ifany affecting the financial position of the Company which have occurred between the endof the financial year of the Company to which the financial statements relate and the dateof the report.

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

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in "Annexure A" ofthis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a detailed Management Discussion and Analysis Report has been appendedseparately are given in "Annexure B" of this Report.

CORPORATE GOVERNANCE

Since the paid- up capital of the Company is less than Rs. 10 Crores and Net worth isless than Rs. 25 Crores the provisions of the Corporate Governance as stipulated underRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations201 5 are not applicable to the Company. However your Company has made every effort tocomply with the provisions of the Corporate Governance and to see that the interest of theShareholders and the Company are properly served. It has always been the Company'sendeavor to excel through better Corporate Governance and fair & transparentpractices many of which have already been in place even before they were mandated by thelaw of land.

The management of Company believes that it will further enhance the level of CorporateGovernance in the company

SUBSIDIARIES HOLDING JOINT VENTURES OR ASSOCIATE COMPANIES

The company does not have any Subsidiary Holding Joint Venture or Associate Company

RISK MANAGEMENT

While the business risk associated with operating environment ownership structureManagement System & Policy the financial risk lies in Asset Quality LiquidityProfitability and Capital Adequacy. The company recognizes these risks and makes besteffort to mitigate them in time. Risk Management is also an integral part of the Company'sbusiness strategy.

Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize riskas also identify business opportunities.

INTERNAL CONTROL SYSTEMS

The company's Internal Control System is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The

internal control system is supported by an internal audit process for reviewing theadequacy and efficiency of the Company's internal controls including its systems andprocesses and compliance with regulations and procedures.

HEALTH SAFETY AND ENVIRONMENT PROTECTION

The company has complied with all the applicable environmental law and labour laws. Thecompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board of Directors

In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Mr. Pawan Kumar Mittal Director retires by rotation at the forthcomingAnnual General Meeting and being eligible offers herself for re-appointment. The Boardrecommends her re-appointment for the consideration of the Members of the Company at theforthcoming Annual General Meeting. Brief profile of Mr. Pawan Kumar Mittal has been givenin the Notice convening the Annual General Meeting.

Mr. Rohit Mittal have been appointed as CEO &CFO of the Company w.e.f 30.01.2020 .

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board the Independent Directorsfulfil the conditions of independence specified in Section 149(6) of the Act andRegulation 16(1) (b) of the Listing Regulations. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics.

Key Managerial Personnel

As on March 3 1 2020 following persons holds the position of Key Managerial Personnelare:

• Mr. Rohit Mittal CEO&CFO

• Ms. Anamika Company Secretary

Board Evaluation

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of

the independent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

Declaration given by Independent Directors

Pursuant to Section 149(7) of the Companies Act 2013 read with the Companies(Appointment and Qualifications of Directors) Rules 2014 the Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetthe 'criteria of Independence' as prescribed under Section 149(6) of the Companies Act2013 and have submitted their respective declarations as required under Section 149(7) ofthe Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 201 5.

Familiarisation Programme

The Company has put in place an induction and familiarisation programme for all itsDirectors including the Independent Directors.

Directors' Appointment and Remuneration Policy

The Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub section (3) of Section 178 of the Companies Act 2013 as isadopted by the Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration ofDirectors on the Board. As per such policy candidates proposed to be appointed asDirectors on the Board shall be first reviewed by the Nomination and RemunerationCommittee in its duly convened Meeting. The Nomination and Remuneration Committee shallformulate the criteria for determining the qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theRemuneration for the Directors Key Managerial Personnel and other employees. TheNomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c) Remuneration to directors and senior management involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals. During the year under review none of the Directorsof the company receive any remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 your directors hereby confirmthat:

(a) in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and preventing and detecting fraud and otherirregularities;

(d) the directors have prepared the annual accounts for the financial year ended March31 2020 on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and (f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

MEETINGS

Board Meetings

The Board of Directors of the Company met Four (4) times during the financial year2019-20. The meetings

of Board of Directors were held on 24* May 2019 12th August 2019 11th November2019 30th January 2019.

The Minutes of the Meetings of the Board of Directors are discussed and taken note bythe board of directors.

The Statutory Auditor Internal Auditor and Executive Directors are invited to themeeting as and when required.

The composition of the Board of Directors their attendance at Board Meetings and lastAnnual General Meeting

is as under:

Name of the Director Designation Category

Number of Board Meetings during the year

Attendance of Last AGM
Held Attended
Pawan Kumar Mittal Director Non Executive- Non Independent 4 4 Yes
Kiran Mittal Director Non Executive- Non Independent 4 4 Yes
Jitendra Kumar Agarwal Director Non Executive- Independent 4 4 Yes
Prakash Chand Jajoria Director Non Executive- Independent 4 4 Yes

The necessary quorum was present in all the meetings. The intervening gap between anytwo meetings was not more than one hundred and twenty days as prescribed by the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 201 5.The agenda and Notice for all the Meetings was prepared and circulated in advance to theDirectors.

Information provided to the Board

The Board of the Company is presented with all information under the following headswhenever applicable and materially significant. These are summarised either as part of theagenda will in advance of the Board Meetings or are tabled in the course of the BoardMeetings. This interalia includes: b Annual operating plans of businesses capitalbudgets updates. b Quarterly results of the Company and its operating divisions orbusiness segments.

• Information on recruitment and remuneration of senior officers just belowthe Board level including appointment or removal of Chief Financial Officer and theCompany Secretary. b Materially important litigations show cause demand prosecution andpenalty notices. b Fatal or serious accidents.

• Any material default in financial obligations to and by the Company orsubstantial non-payment for services rendered by the Company.

• Any issue which involves possible public liability claims of substantialnature including any judgment or order which may have passed strictures on the conductof the Company or taken an adverse view regarding another enterprise that can havenegative implications on the Company. b Transactions had involved substantial paymentstowards good-will brand equity or intellectual property. b Significant development inthe human resources front.

• Sale of material nature of investments assets which is not in the normalcourse of business. b Quarterly update on the return from deployment of surplus funds.

• Non-compliance of any regulatory or statutory provisions or listing requirementsas well as shareholder services as non-payment of dividend and delays in share transfer. bSignificant labour problems and their proposed solutions. Any significant development inHuman Resources /Industrial Relations front like signing of wage agreement implementationof Voluntary Retirement Scheme etc.

Independent Directors Meetings

In due compliance with the provisions of the Companies Act 2013 read with the rulesmade there under a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole was evaluated taking intoaccount the views of directors and non-executive directors. The same was discussed in theboard meeting that followed the meeting of the independent directors at which theperformance of the Board its committees and individual directors was discussed.

One (1) meeting of Independent Directors was held on 25th March 2020 during the year2019-20.

Committee Meetings

Audit Committee

The primary objective of the Audit Committee is to monitor and provide effectivesupervision of the management's financial reporting progress with a view to ensuringaccurate timely and proper disclosures and transparency integrity and quality offinancial reporting. The Committee oversees the work carried out by the managementinternal auditors on the financial reporting process and the safeguards employed by them.

Brief description of the terms of reference

• Overview of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition. b Recommending the appointment re-appointment and removal of external auditorsfixation of audit fee and also approval for payment for any other services.

• Reviewing the financial statements and draft audit report includingquarterly / half yearly financial information.

• Reviewing with management the annual financial statements before submission tothe Board focusing primarily on:

* Any changes in accounting policies and practices;

* Major accounting entries based on exercise of judgment by management;

* Qualifications in draft audit report;

* Significant adjustments arising out of audit;

* Compliance with accounting standard;

* Compliance with stock exchange and legal requirements concerning financialstatements;

* Any related party transactions as per Accounting Standard 18.

* Reviewing the Company's financial and risk management policies.

* Disclosure of contingent liabilities.

* Reviewing with the management external and internal auditors and the adequacy ofinternal control systems.

* Discussion with internal auditors of any significant findings and follow up thereon.

* Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

* Reviewing compliances as regards the Company's Whistle Blower Policy.

B Mandatory review of following information

* Management discussion and analysis of financial condition and results of operations;

* Statement of significant related party transactions submitted by management;

* Management letters / letters of internal control weaknesses issued by StatutoryAuditors and:

* Appointment removal and terms of remuneration of Internal Auditor.

The board has re-constituted the Audit Committee in accordance with the requirement ofCompanies Act 2013 and other applicable provisions. All members of Audit Committee arefinancially literate and have financial management expertise. The Audit Committeecomprises of three members including two members as independent director out of which oneis chairman of this committee.

The Audit Committee met Four (4) times during the financial year 2019-20. The meetingsof Audit Committee were held on 24* May 2019 12* August 2019 11* November 2018 30thJanuary 2020.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by theboard of directors. The Statutory Auditor Internal Auditor and Executive Directors areinvited to the meeting as and when required.

The Composition of the Audit Committee and their attendance at the Meetings are asfollows:

Name Designation

No. of Meetings

Held Attended
Prakash Chand Jajoria Chairman & Member 4 4
Rohit Mittal Member 4 4
Jitendra kumar Aggarwal Member 4 4

Nomination and Remuneration Committee

The policy formulated under Nomination and Remuneration Committee are in conformitywith the requirements as per provisions of sub-Section (3) of Section 178 of CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Company had Constituted Nomination and Remuneration Committee to decide and fixpayment of remuneration and sitting fees to the Directors of the Company as per provisionsu/s 178 of the Companies Act 2013.

The terms of reference of the remuneration committee in brief pertain to inter-aliadetermining the Companies policy on and approve specific remuneration packages forexecutive director (s)/Manager under the Companies Act 2013 after taking in to accountthe financial position of the Company trend in the industry appointees qualificationexperience past performance interest of the Company and members.

This Nomination & Remuneration committee will look after the functions asenumerated u/s 178 of the Companies Act 2013. This Committee has comprises three membersincluding two members as independent directors out of which one member is chairman of thecommittee.

The Nomination and Remuneration Committee met Two (2) times during the financial year2019-20. The meetings of Nomination and Remuneration Committee were held on 12th August2019 and 30th January 2020.

The Minutes of the Meetings of the Nomination and Remuneration Committee are discussedand taken note by the board of directors.

The Composition of the Nomination and Remuneration Committee and their attendance atthe Meetings are as follows:

Name Designation No. of Meetings
Held Attended
Prakash Chand Jajoria Chairman & Member 2 2
Pawan Kumar Mittal Member 2 2
Jitendra kumar Aggarwal Member 2 2

Stakeholder's Relationship Committee

The scope of the Stakeholders' Relationship Committee is to review and address thegrievance of the shareholders in respect of share transfers transmission non-receipt ofannual report non-receipt of dividend etc and other related activities. In addition theCommittee also looks into matters which can facilitate better investor's services andrelations.

In compliance with the provisions of Section 178 of the Companies Act 2013 and theprovisions of SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015the Company has an independent Stakeholders' Relationship Committee to consider andresolve grievances of the Shareholders/Investors. This Committee has comprises threemembers including two members as independent directors out of which one member is chairmanof the committee.

The Stakeholders' Relationship Committee met Two (2) time during the financial year2018-19. The meetings of Stakeholders' Relationship Committee were held on 12* August2019 and 30th January 2019.

The Minutes of the Meetings of the Stakeholders' Relationship Committee are discussedand taken note by the board of directors. The Statutory Auditor Internal Auditor andExecutive Directors are invited to the meeting as and when required.

The Composition of the Stakeholders' Relationship Committee and Their Attendance at theMeetings are as follows:

Name Designation

No. of Meetings

Held Attended
Jitendra kumar Aggarwal* Chairman & Member 2 2
Prakash Chand Jajoria Member 2 2
Pawan Kumar Mittal Member 2 2

Compliance Officer

Name Ms. Anamika Company Secretary & compliance Officer
Contact Details Shop No. 325 Third Floor Aggarwal Plaza Sector-14 Rohini New Delhi-110085
E- mail Id deltaindltd@gmail.com

Shareholders Meetings

There was only one (1) annual general meeting of shareholders was held on 27*September 2019.

AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. V.N. Purohit & Co. Chartered Accountants wereappointed in the 34* Annual General Meeting as the Statutory Auditors of the Company andfor a period of five years hold office up to the conclusion of the 39* Annual GeneralMeeting.

Statutory Auditors Reports

The Statutory Auditors have given an audit report for financial year 2019-20 are givenin "Annexure D" of this report.

Statutory Auditors Observations

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualifications reservations adverse remarks or disclaimer. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee or the Board ofDirectors under Section 143(12) of the Companies Act 2013 during the financial year endedMarch 31 2020.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 20 13 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s. G Aakash & Associates Practicing Company Secretaryto undertake the Secretarial Audit of the Company for the Financial Year 201 9-20.

Secretarial Auditors Reports

The Secretarial Auditors have given Secretarial audit report in Form MR-3 for financialyear 2019-20 are given in "Annexure C" of this report.

Secretarial Auditors Observations

The Secretarial Audit Report are self-explanatory. The Auditor's Report does notcontain any qualifications reservations adverse remarks or disclaimer.

Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act 2013 has mandated theappointment of Internal Auditor in the Company. Accordingly the Board had appointed M/sS.K. Goel & Associates Chartered Accountants as the Internal Auditors of the Companyfor the financial year 2019-20.

B Internal Auditors Reports

The Internal Auditors have placed their internal audit report to the company.

1 Internal Auditors Observations

Internal Audit Report was self explanatory and need no comments.

PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTIES UNDER SECTION 188 OFTHE COMPANIES ACT 2013

The particulars of contracts or arrangements with related parties for the financialyear 201 9-20 along with the Financial Statements in Form No. AOC-2 are given in"Annexure E" of this report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in Form No. MGT 9 are given in “Annexure F” of this Report.

ENHANCING SHAREHOLDER VALUE

Our Company firmly believes that its success in the market place and a good reputationis among the primary determination of value to the shareholders.

DEMATERIALISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN- INE681Q01015 has been allotted for the Company. Therefore the matterand/or investors may keep their shareholding in the electronic mode with their DepositoryParticipates. 95.89% of the Company's Paid-up Share Capital is in dematerialized form andbalance 4.11% is in physical form as on 31st March 2020.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In compliance with the provisions of Section 177(9) of the Companies Act 2013 readwith Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation22 of the SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015 theBoard of Directors of your Company has adopted the Vigil Mechanism and Whistle BlowerPolicy.

The Company believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.The Company is committed to develop a culture in which every employee feels free to raiseconcerns about any poor or unacceptable practice and misconduct. In order to maintain thestandards has adopted lays down this Whistle Blower Policy to provide a framework topromote responsible and secure whistle blowing.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 201920:

b No of complaints received : 0 b No of complaints disposed off : N.A.

HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy ofbuilding strong teams of talented professionals. Your Company continues to build on itscapabilities in getting the right talent to support different products and geographies andis taking effective steps to retain the talent. It has built an open transparent andmeritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept asharp focus on Employee Engagement. The Company's Human Resources is commensurate with thesize nature and operations of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to spend any amount in respect of Corporate SocialResponsibility as provisions relating to Corporate Social Responsibility under Section 135of Companies Act 2013 is not applicable to Company.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143 OF THE COMPANIES ACT 2013

During the year under review your Directors do not observe any transactions whichcould result in a fraud. Your Directors hereby declares that the Company has not beenencountered with any fraud or fraudulent activity during the Financial Year 2019-2020.

OTHER DISCLOSURES

Your Directors state that during the financial year 2019-20:

• The Company did not issue any equity shares with differential rights as todividend voting or otherwise.

• The Company did not issue any Sweat Equity shares.

• The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.

COMPLIANCE

The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs (MCA) StockExchange(s) Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of Companies Act 2013 ListingAgreement executed with the Stock Exchanges SEBI (Listing Obligations and DisclosureRequirements) Regulations 201 5 and other applicable rules/regulations/guidelines issuedfrom time to time.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standardsspecified by the Institute of Company Secretaries of India on April 10 2015 theSecretarial Standards on Meetings of the Board of Directors (SS- 1) and General Meetings(SS-2) came into effect from July 01 2015. Thereafter Secretarial Standards were revisedwith effect from October 01 2017. The Company is in compliance with the SecretarialStandards.

CAUTIONARY STATEMENT

Statements in the Board's Report describing the Company's objectives projectionsestimates expectations or predictions may be “forward looking statements”within the meaning of applicable securities laws and regulations. Actual results coulddiffer materially from those expressed or implied. Important factors that could make adifference to your Company's operations include global and Indian demand supplyconditions finished goods prices feed stock availability and prices cyclical demand andpricing in your Company's principal markets changes in Government regulations taxregimes economic developments within India and the countries within which your Companyconducts business and other factors such as litigation and labour negotiations. YourCompany is not obliged to publicly amend modify or revise any forward looking statementson the basis of any subsequent development information or events or otherwise.

ACKNOWLEDGMENT

Your Directors wish to express their sincere appreciation for the support andcooperation which the Company continues to receive from its clients Banks GovernmentAuthorities Financial Institutions and associates and are grateful to the shareholdersfor their continued support to the Company. Your Directors place on record theirappreciation for the contributions made and the efforts put in by the management team andemployees of the Company at all levels.

By the order of the Board of Directors of
Delta Industrial Resources Limited
sd/- sd/-
Kiran Mittal Pawan Kumar
Mittal Director Director
DIN: 00749457 DIN: 00749265
Date: 04.09.2020
Place: New Delhi

.