To the Shareholders,
Your Directors take pleasure in presenting the 38Th Annual Report on the business and
operations of your Company along with the Audited Standalone Financial Statements for the
year ended March 31, 2023.
COMPANY OVERVIEW
Delta Industrial Resources Limited was incorporated under Companies Act, 1956 on 19th
December, 1984. Equity Shares of the Company are listed on BSE Limited and Metropolitan
Stock Exchange of India Limited (MSEI) (formerly known as MCX Stock Exchange
Limited).The Company has been paid Annual Listing Fees for the F.y 2023-24.
The Stock Price of the Company In BSE from the period from 01.04.2022 to 3031.03.2023
| Month |
Open Price |
High Price |
Low Price |
Close Price |
| Apr-22 |
9.7 |
9.7 |
9.7 |
9.7 |
| May-22 |
9.4 |
10.98 |
9.15 |
10.98 |
| Jun-22 |
10.98 |
10.98 |
10.98 |
10.98 |
| Jul-22 |
10.98 |
11.52 |
10.98 |
11.52 |
| Aug-22 |
11.52 |
12.09 |
11.52 |
12.09 |
| Sep-22 |
12.69 |
12.69 |
12.69 |
12.69 |
| Oct-22 |
12.69 |
12.69 |
12.69 |
12.69 |
| Nov-22 |
12.69 |
13.32 |
12.06 |
13.32 |
| Dec-22 |
13.32 |
13.32 |
13.32 |
13.32 |
| Jan-23 |
13.98 |
13.98 |
13.98 |
13.98 |
| Feb-23 |
13.98 |
14.67 |
13.98 |
14.67 |
| Mar-23 |
14.67 |
22.49 |
14.67 |
19.4 |
FINANCIAL PERFORMANCE OF THE COMPANY
The Company's financial results are as under:
| Particular |
Current Year 2022-23 |
Previous Year 2021-22 |
| Revenue from Operations |
- |
16073.95 |
| Total revenue (including other income) |
3373.46 |
18246.46 |
| Total Expenses |
1651.57 |
19218.96 |
| Profit/(Loss) before tax |
1721.89 |
(972.50) |
| Tax Expenses: |
|
|
| Less: Current tax |
(433.36) |
- |
| Add: Deferred tax |
(1.58) |
(1.45) |
| Profit/(Loss) after tax |
1286.95 |
(973.95) |
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR
The total revenue from operations of your Company for the year ended March 31, 2023
stood at 3373.46 as against 18246.46 for the year ended March 31, 2022. The company
incurred loss before tax of an amount of ` 1721.89 as compared to fit loss before tax of
`(972501) in the previous year. Hence, The profit after tax for the year ended March 31,
2023 recorded of 1286.95 as compared to loss after tax of ` (973.95) in the previous year.
STATE OF COMPANY'S AFFAIRS
With the expected positive momentum in the Indian economy, the Company is focused on
growth and achieving profitability along with a renewed commitment to customer service.
Innovations, investment and positive modifications are expected in the near future,
boosting the Company's revenue. Together with forward looking strategy, the Company is
also focusing extensively on expanding the business and operational improvements through
various strategic projects for operational excellence.
RESERVES
Your Company has not transferred any amount to general reserve out of the profits of
the year.
DIVIDEND
The Company incurred the loss this year, therefore, directors do not recommend any
dividend on Equity Shares for the financial year 2022-23.
SHARE CAPITAL
The present Authorized Share Capital of the Company is ` 6,50,00,000/- (Rupees Six
Crores Fifty Lacs) divided into 65,00,000 (Sixty Five Lacs) equity shares of ` 10/-
(Rupees Ten) each.
Paid up share capital of the Company as on 31st March, 2023 is `
5,39,30,000/- (Rupees Five Crore Thirty Nine Lacs Thirty Thousand) divided into 53,93,000
(Fifty Three Lacs Ninety Three Thousand) equity shares of ` 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 public
under Section 73 of the Companies Act, 2013 and rules made thereunder. There is no
unclaimed or unpaid deposit lying with the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 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, 2014
relating to conservation of energy and technology absorption, are not applicable to the
Company. However, the Company makes all efforts towards conservation of energy, protection
of environment and ensuring safety. During the year under review, the Company had no
earnings 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, if
any, affecting the financial position of the Company which have occurred between the end
of the financial year of the Company to which the financial statements relate and the date
of 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 Tribunals
which 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 Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure A"
of this 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 appended
separately, are given in "Annexure B" of this Report.
CORPORATE GOVERNANCE
Since, the paid- up capital of the Company is less than ` 10 Crores and Net worth is
less than ` 25 Crores, the provisions of the Corporate Governance as stipulated under
Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 are not applicable to the Company. However, your Company has made every effort to
comply with the provisions of the Corporate Governance and to see that the interest of the
Shareholders and the Company are properly served. It has always been the Company's
endeavor to excel through better Corporate Governance and fair & transparent
practices, many of which have already been in place even before they were mandated by the
law of land.
The management of Company believes that it will further enhance the level of Corporate
Governance 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 structure,
Management, System & Policy, the financial risk lies in Asset Quality, Liquidity,
Profitability and Capital Adequacy. The company recognizes these risks and makes best
effort to mitigate them in time. Risk Management is also an integral part of the Company's
business 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 risk
as also identify business opportunities.
INTERNAL CONTROL SYSTEMS
The company's Internal Control System is designed to ensure operational efficiency,
protection and conservation of resources, accuracy and promptness in financial reporting
and compliance with laws and regulations. The internal control system is supported by an
internal audit process for reviewing the adequacy and efficiency of the Company's internal
controls, including its systems and processes and compliance with regulations and
procedures.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION
The company has complied with all the applicable environmental law and labour laws. The
company has been complying with the relevant laws and has been taking all necessary
measures to protect the environment and maximize worker protection and safety.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Board of Directors
As on March 31, 2023, your Board comprised of 5 (four) Directors which includes three
non executive directors (including one women director) and two independent directors In
accordance with the provisions of Section 152 of the Act and the Company's Articles of
Association,.The Board recommends her reappointment for the consideration of the Members
of the Company at the forthcoming Annual General Meeting. Brief profile of Mr. Jaynath Jha
has been given in the Notice convening the Annual General Meeting.
All Independent Directors of the Company have given declarations that they meet the
criteria 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 Directors,
fulfil the conditions of independence specified in Section 149(6) of the Act and
Regulation 16(1) (b) of the Listing Regulations. The Independent Directors have also
confirmed that they have complied with the Company's Code of Business Conduct &
Ethics.
Board Evaluation
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. 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 and
individual directors was also discussed. Performance evaluation of independent directors
was 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 received declarations from
all the Independent Directors of the Company confirming that they meet the ‘criteria
of Independence' as prescribed under Section 149(6) of the Companies Act, 2013 and have
submitted their respective declarations as required under Section 149(7) of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
Familiarisation Programme
The Company has put in place an induction and familiarisation programme for all its
Directors including the Independent Directors.
Directors' Appointment and Remuneration Policy
The Company's policy on directors' appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under sub section (3) of Section 178 of the Companies Act, 2013, as is
adopted by the Board.
The Company has adopted a comprehensive policy on Nomination and Remuneration of
Directors on the Board. As per such policy, candidates proposed to be appointed as
Directors on the Board shall be first reviewed by the Nomination and Remuneration
Committee in its duly convened Meeting. The Nomination and Remuneration Committee shall
formulate the criteria for determining the qualifications, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the
Remuneration for the Directors, Key Managerial Personnel and other employees. The
Nomination and Remuneration Committee shall ensure that—
a) The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate directors of the quality required to run the company successfully;
b) Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
c) Remuneration to directors and senior management involves a balance between fixed and
incentive pay reflecting short and long-term performance objectives appropriate to the
working of the company and its goals. During the year under review, none of the Directors
of the company receive any remuneration.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, your directors hereby confirm
that:
(a) in the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures;
(b) the directors have 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 at the end of the financial year and of
the profit and loss of the Company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and preventing and detecting fraud and other
irregularities;
(d) the directors have prepared the annual accounts for the financial year ended March
31, 2023, on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively;‘ and
(f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
MEETINGS
Board Meetings
The Board of Directors of the Company met Eight (5) times during the financial year
2022-23. The meetings of Board of Directors were held on 17Th May,2022, 8Th
August,2023, 10Th November, 2022,3rd January,2023 13th
February,2023.
The Minutes of the Meetings of the Board of Directors are discussed and taken note by
the board of directors. The Statutory Auditor, Internal Auditor and Executive Directors
are invited to the meeting as and when required.
The composition of the Board of Directors, their attendance at Board Meetings and last
Annual General Meeting is as under:
| Name of the Director |
Designation |
Category |
Number of Board Meetings during the year |
Attendance of Last AGM |
|
|
|
Held |
Attended |
|
| Jaynath Jha |
Director |
Managing Director |
5 |
5 |
Yes |
| RAJU DAYARAM ANBHORKAR Lily Mundu |
Director |
Executive- Director |
5 |
5 |
Yes |
|
Woman Director |
Non Executive- Independent |
5 |
5 |
yes |
| GAURAV GOEL |
Director |
Non Executive- Non Independent |
2 |
2 |
NO |
| Ankit Singhal |
Director |
Non Executive- Independent |
5 |
5 |
Yes |
| Ish Sadana |
Director |
Non Executive- Independent |
5 |
5 |
Yes |
The necessary quorum was present in all the meetings. The intervening gap between any
two meetings was not more than one hundred and twenty days as prescribed by the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
The agenda and Notice for all the Meetings was prepared and circulated in advance to the
Directors.
Information provided to the Board
The Board of the Company is presented with all information under the following heads,
whenever applicable and materially significant. These are summarised either as part of the
agenda will in advance of the Board Meetings or are tabled in the course of the Board
Meetings. This, interalia, includes:
Annual operating plans of businesses, capital budgets, updates.
Quarterly results of the Company and its operating divisions or business segments.
Information on recruitment and remuneration of senior officers just below the Board
level, including appointment or removal of Chief Financial Officer and the Company
Secretary.
Materially important litigations, show cause, demand, prosecution and penalty notices.
Fatal or serious accidents.
Any material default in financial obligations to and by the Company or substantial
non-payment for services rendered by the Company.
Any issue, which involves possible public liability claims of substantial nature,
including any judgment or order, which, may have passed strictures on the conduct of the
Company or taken an adverse view regarding another enterprise that can have negative
implications on the Company.
Transactions had involved substantial payments towards good-will, brand equity, or
intellectual property.
Significant development in the human resources front.
Sale of material, nature of investments, assets which is not in the normal course of
business.
Quarterly update on the return from deployment of surplus funds.
Non-compliance of any regulatory or statutory provisions or listing requirements as
well as shareholder services as non-payment of dividend and delays in share transfer.
Significant labour problems and their proposed solutions. Any significant development
in Human Resources /Industrial Relations front like signing of wage agreement,
implementation of Voluntary Retirement Scheme etc.
Independent Directors Meetings
In due compliance with the provisions of the Companies Act, 2013 read with the rules
made there under a separate meeting of independent directors, performance of
non-independent directors, performance of the board as a whole was evaluated, taking into
account the views of directors and non-executive directors. 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 and individual directors was discussed.
One (1) meeting of Independent Directors was held on 17th May,2022 during the year
2022-23.
Committee Meetings
Audit Committee
The primary objective of the Audit Committee is to monitor and provide effective
supervision of the management's financial reporting progress with a view to ensuring
accurate timely and proper disclosures and transparency, integrity and quality of
financial reporting. The Committee oversees the work carried out by the management,
internal 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 its
financial information to ensure that the financial statements reflect a true and fair
position.
Recommending the appointment, re-appointment and removal of external auditors, fixation
of audit fee and also approval for payment for any other services.
Reviewing the financial statements and draft audit report, including quarterly / half
yearly financial information.
Reviewing with management the annual financial statements before submission to the
Board, focusing primarily on:
o Any changes in accounting policies and practices; o Major accounting entries based on
exercise of judgment by management; o Qualifications in draft audit report; o Significant
adjustments arising out of audit; o Compliance with accounting standard; o Compliance with
stock exchange and legal requirements concerning financial statements; o Any related party
transactions as per Accounting Standard 18. o Reviewing the Company's financial and risk
management policies. o Disclosure of contingent liabilities.
o Reviewing with the management, external and internal auditors and the adequacy of
internal control systems.
o Discussion with internal auditors of any significant findings and follow up thereon.
o Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board.
o Looking into the reasons for substantial defaults in payments to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors.
o Reviewing compliances as regards the Company's Whistle Blower Policy. Mandatory
review of following information o Management discussion and analysis of financial
condition and results of operations; o Statement of significant related party
transactions, submitted by management; o Management letters / letters of internal control
weaknesses issued by Statutory Auditors and: o Appointment, removal and terms of
remuneration of Internal Auditor.
The board has re-constituted the Audit Committee in accordance with the requirement of
Companies Act, 2013 and other applicable provisions. All members of Audit Committee are
financially literate and have financial management expertise. The Audit Committee
comprises of three members including two members as independent director out of which one
is chairman of this committee.
The Audit Committee met Four (4) times during the financial year 2022-23. The meetings
of Audit Committee were held on 17Th May,2022, 8Th August,2023, 10Th November, 2022,13th
February,2023.
The Minutes of the Meetings of the Audit Committee are discussed and taken note by the
board of directors. The Statutory Auditor, Internal Auditor and Executive Directors are
invited to the meeting as and when required.
The Composition of the Audit Committee and their attendance at the Meetings are as
follows:
| Name |
Designation |
No. of Meetings |
|
|
Held |
Attended |
| Lily Mundu |
Member |
4 |
4 |
| Ankit Singhal |
Chairman& Member |
4 |
4 |
| Ish Sadana |
Member |
4 |
4 |
* During the year the committee has been reconstituted for the appointment and
resignation of independent director.
Nomination and Remuneration Committee
The policy formulated under Nomination and Remuneration Committee are in conformity
with the requirements as per provisions of sub-Section (3) of Section 178 of Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Company had Constituted Nomination and Remuneration Committee to decide and fix
payment of remuneration and sitting fees to the Directors of the Company as per provisions
u/s 178 of the Companies Act, 2013.
The terms of reference of the remuneration committee in brief pertain to inter-alia,
determining the Companies policy on and approve specific remuneration packages for
executive director (s)/Manager under the Companies Act, 2013 after taking in to account
the financial position of the Company, trend in the industry, appointees qualification,
experience, past performance, interest of the Company and members.
This Nomination & Remuneration committee will look after the functions as
enumerated u/s 178 of the Companies Act, 2013. This Committee has comprises three members
including two members as independent directors out of which one member is chairman of the
committee.
The Nomination and Remuneration Committee met Three (3) times during the financial year
2022-23. The meetings of Nomination and Remuneration Committee were held on 17Th May,2022,
8Th August,2023, 13th February,2023.
The Minutes of the Meetings of the Nomination and Remuneration Committee are discussed
and taken note by the board of directors.
The Composition of the Nomination and Remuneration Committee and their attendance at
the Meetings are as follows:
| Name |
Designation |
No. of Meetings |
|
|
Held |
Attended |
| Lily Mundu |
Member |
3 |
3 |
| Ankit Singhal |
Chairman& Member |
3 |
3 |
| Ish Sadana |
Member |
3 |
3 |
* During the year the committee has been reconstituted for the appointment and
resignation of independent director.
Stakeholder's Relationship Committee
The scope of the Stakeholders' Relationship Committee is to review and address the
grievance of the shareholders in respect of share transfers, transmission, non-receipt of
annual report, non-receipt of dividend etc, and other related activities. In addition, the
Committee also looks into matters which can facilitate better investor's services and
relations.
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the
provisions of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015,
the Company has an independent Stakeholders' Relationship Committee to consider and
resolve grievances of the Shareholders/Investors. This Committee has comprises three
members including two members as independent directors out of which one member is chairman
of the committee.
The Stakeholders' Relationship Committee met Two (2) time during the financial year
2022-23. The meetings of Stakeholders' Relationship Committee were held on 17Th
May,2022,13th February,2023..
The Minutes of the Meetings of the Stakeholders' Relationship Committee are discussed
and taken note by the board of directors. The Statutory Auditor, Internal Auditor and
Executive Directors are invited to the meeting as and when required.
The Composition of the Stakeholders' Relationship Committee and Their Attendance at the
Meetings are as follows:
| Name |
Designation |
No. of Meetings |
|
|
Held |
Attended |
| Ankit Singhal |
Chairman& Member |
2 |
2 |
| Ish Sadana |
Member |
2 |
2 |
| Lily Mundu |
Member |
2 |
2 |
Compliance Officer
| Name |
MEHAK JAIN Company Secretary & compliance Officer |
| Contact Details |
UNIT NO.-111,AGGARWAL CITY SQUARE, PLOT NO MANGLAM PLACE, SECTOR- 3, ROHINI, NEW DELHI
-110085 |
| E- mail Id |
deltaindustrialresourcesltd@gmail.com |
Shareholders Meetings
There was only one (1) Annual general meeting of shareholders was held on 27th
September, 2022.
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, were
appointed in the 34th Annual General Meeting as the Statutory Auditors of the Company and
for a period of five years hold office up to the conclusion of the 39th Annual General
Meeting. But suddenly due to pre occupation and other engagements, they have tendered
their resignation from the position of Statutory Auditor of the Company The Board of
Directors has, based on the recommendation of the Audit Committee, at its meeting held on
12Th August, 2023,proposed the appointment of M/s NITIN GAMI & ASSOCIATES, Chartered,
Accountants (Firm Registration No.332567E), Address at P-141,Kalindi Vatika, Block B, Flat
3A,Kolkata– 700089, as the Statutory Auditors of the Company for a period of 5 years,
to hold office from the conclusion of this AGM till the conclusion of the Forty (43rd) AGM
of the Company to be held in the year 2028, subject to ratification of their appointment
at every AGM, if required under the Act. M/s NITIN GAMI & ASSOCIATES, Chartered,
Accountants (Firm Registration No.332567E), have consented to their appointment as
Statutory Auditors and have confirmed that if appointed, their appointment will be in
accordance with Section 139 read with Section 141 of the Act and fix their remuneration
Statutory Auditors Reports
The Statutory Auditors have given an audit report for financial year 2022-23, are given
in "Annexure D" of this report.
Statutory Auditors Observations
The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditor's Report does not
contain any qualifications, reservations, adverse remarks or disclaimer. The Statutory
Auditors have not reported any incident of fraud to the Audit Committee or the Board of
Directors under Section 143(12) of the Companies Act, 2013 during the financial year ended
March 31, 2023.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company has appointed M/s. Shravan A.Gupta & Associates, Practicing Company
Secretary to undertake the Secretarial Audit of the Company for the Financial Year
2022-23.
Secretarial Auditors Reports
The Secretarial Auditors have given Secretarial audit report in Form MR-3 for financial
year 2022-23, are given in "Annexure C" of this report.
Secretarial Auditors Observations
The Secretarial Audit Report are self-explanatory. The Auditor's Report does not
contain any qualifications, reservations, adverse remarks or disclaimer.
PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTIES UNDER SECTION 188 OF
THE COMPANIES ACT, 2013
The transactions entered with related parties during the year under review were on
Arm's Length basis and in the ordinary course of business. The provisions of Section 188
of the Companies Act, 2013 are therefore, not attracted. All related party transactions
were approved by the Audit Committee and the Board. The relevant information regarding
related party transactions has been set out in the Financial Statements for the financial
year ended 31.03.2023
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the
annual return in e form _ MGT-7 of the company for the year will be available on the
website of the company at https://dirl.ind.in /corporate-announcements .
ENHANCING SHAREHOLDER VALUE
Our Company firmly believes that its success in the market place and a good reputation
is among the primary determination of value to the shareholders.
DEMATERIALISATION OF SHARES
The Company has connectivity with NSDL & CDSL for dematerialization of its equity
shares. The ISIN-INE681Q01015 has been allotted for the Company. Therefore, the matter
and/or investors may keep their shareholding in the electronic mode with their Depository
Participates. 95.89% of the Company's Paid-up Share Capital is in dematerialized form and
balance 4.11% is in physical form as on 31st March, 2023.
VIGIL MECHANISM (WHISTLE BLOWER POLICY)
In compliance with the provisions of Section 177(9) of the Companies Act, 2013 read
with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation
22 of the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the
Board of Directors of your Company has adopted the Vigil Mechanism and Whistle Blower
Policy.
The Company believes in the conduct of its affairs in a fair and transparent manner by
adopting highest standards of professionalism, honesty, integrity and ethical behavior.
The Company is committed to develop a culture in which every employee feels free to raise
concerns about any poor or unacceptable practice and misconduct. In order to maintain the
standards has adopted lays down this Whistle Blower Policy to provide a framework to
promote 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 requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under
this policy.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2022-23:
No of complaints received : 0
No of complaints disposed off : N.A.
HUMAN RESOURCES
People remain the most valuable asset of your Company. Your Company follows a policy of
building strong teams of talented professionals. Your Company continues to build on its
capabilities in getting the right talent to support different products and geographies and
is taking effective steps to retain the talent. It has built an open, transparent and
meritocratic culture to nurture this asset.
The Company recognizes people as its most valuable asset and The Company has kept a
sharp focus on Employee Engagement. The Company's Human Resources is commensurate with the
size, nature and operations of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to spend any amount in respect of Corporate Social
Responsibility as provisions relating to Corporate Social Responsibility under Section 135
of 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 which
could result in a fraud. Your Directors hereby declares that the Company has not been
encountered with any fraud or fraudulent activity during the Financial Year 2022-2023.
OTHER DISCLOSURES
Your Directors state that during the financial year 2022-23:
The Company did not issue any equity shares with differential rights as to dividend,
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 of its 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 regulations,
circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock
Exchange(s), Securities and Exchange Board of India (SEBI) etc.
The Company has complied with all applicable provisions of Companies Act, 2013, Listing
Agreement executed with the Stock Exchanges, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued
from time to time.
SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval by the Central Government to the Secretarial Standards
specified by the Institute of Company Secretaries of India on April 10, 2015, the
Secretarial 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 revised
with effect from October 01, 2017. The Company is in compliance with the Secretarial
Standards.
CAUTIONARY STATEMENT
Statements in the Board's Report describing the Company's objectives, projections,
estimates, expectations or predictions may be "forward looking statements"
within the meaning of applicable securities laws and regulations. Actual results could
differ materially from those expressed or implied. Important factors that could make a
difference to your Company's operations include global and Indian demand supply
conditions, finished goods prices, feed stock availability and prices, cyclical demand and
pricing in your Company's principal markets, changes in Government regulations, tax
regimes, economic developments within India and the countries within which your Company
conducts business and other factors such as litigation and labour negotiations. Your
Company is not obliged to publicly amend, modify or revise any forward looking statements,
on the basis of any subsequent development, information or events or otherwise.
ACKNOWLEDGMENT
Your Directors wish to express their sincere appreciation for the support and
cooperation, which the Company continues to receive from its clients, Banks, Government
Authorities, Financial Institutions and associates and are grateful to the shareholders
for their continued support to the Company. Your Directors place on record their
appreciation for the contributions made and the efforts put in by the management team and
employees of the Company at all levels.
|
By the order of the Board of Directors of |
|
Delta Industrial Resources Limited |
|
sd/- |
sd/- |
|
Jaynath Jha Raju |
Dayaram Anbhorkar |
| Date: 30.05.2023 |
Managing Director |
Director |
| Place: New Delhi |
DIN: 10099333 |
DIN: 10104257 |
