Your Directors have pleasure in presenting their 41st Annual Report and the
Audited Financial Statement for the Financial Year ended March 31, 2023.
(Amount in Lacs)
| PARTICULARS |
2022-2023 |
2021-2022 |
| Revenue from Operation |
1,04,34326.70 |
- |
| Other Income |
25,35,562 |
9,15,010 |
| Total Revenue |
1,30,69,688.70 |
9,15,010 |
| Total Expenditure |
1,25,70,948.80 |
15,05,862.76 |
| Profit/Loss before Taxation |
4,98,939.90 |
(5,90,852.76) |
| Less: Tax Expenses Current Tax: |
1,29,720 |
0 |
| Add/Less: Deferred Tax |
0 |
0 |
| Add/Less: Tax adjustments for earlier years |
0 |
(4,518.78) |
| Profit/Loss afterTaxation |
3,69,219.90 |
(5,86,333.98) |
STATE OF COMPANYS AFFAIRS & BUSINESS OPERATIONS
During the current financial year, the net revenue from operations of your Company was
1,04,34326.70.
During the year under review, the company recorded a Net Profit of Rs. 3,69,219.90/-
Lacs against Net loss of Rs. (5,86,333.98)/- Lacs during the previous year.
DIVIDEND:
The Company does not propose to declare dividend for the financial year ended March 31,
2023 and wishes to plough back the profits for the further expansion activities of the
Company.
EXPLANATION TO AUDITORS REMARK
The observations of the Statutory Auditors, when read together with the relevant notes
to the accounts and accounting policies are self-explanatory and do not calls for any
further comment.
HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
There is no holding, subsidiary & Associates Company as on financial year ended
March 31, 2023.
EXTRACT OF THE ANNUAL RETURN
An extract of the Annual Return for the year ended March 31, 2023 as provided under
sub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management &
Administration) Rules, 2014 is available on the companys website: www.dalmiaindustry.in.
SHARE CAPITAL
During the year under review, there was no change in the capital structure of the
Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details pertaining to loans, guarantees or investments are provided in the notes to the
Financial Statements.
MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE
No material events have occurred after the financial year ended March 31, 2023 of the
Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:-
There were no frauds as reported by the Statutory Auditors under sub-section 12 of
Section 143 of the Companies Act, 2013 along with Rules made there-under other than those
which are reportable to the Central Government.
SIGNFICANT / MATERIAL ORDERS PASSED IMPACTING ON GOING CONCERN STATUS AND COMPANYS
OPERATIONS
1) Classified the Company as Shell Company:-
SEBI vide Circular No. SEBI/HO/ISD/OW/P/2017/18183 dated August 7, 2017 has classified
the Company as Shell Company. SEBI has also passed an Interim order against the Company
vide order No WTM/MPB/ISD/41/2017 dated September 26,2017 in lieu of which the Company has
filed reply to SEBI on January 25, 2018 clarifying the issues raised by the SEBI and the
matter is pending as on the date.
2) Non - appointment of Compliance Officer for the period upto August 30, 2022,
penalty imposed by Exchange.
BSE Limited has freeze the promoter shareholding for non-compliance with Regulation 6
(1) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 for the
period upto December 24, 2020. The Exchange has imposed penalty under the regulation.
3) Non-compliance with the Regulation 76 of SEBI (Depository and
Participant)Regulation, 2018:-
BSE Limited &Metropolitan Stock Exchange of India Limited (MSEI) have freeze the
Promoter Shareholding and transferred the Scrip of the Company to Z Group.
4) Suspension of Trading in securities of the Company:-
The trading in securities of the Company have been suspended by BSE Limited and MSEI
due to nonpayment of Annual Listing Fees w.e.f March 01, 2020.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Policy of the Company 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, is published on the website of the
Company viz., www.dalmiaindustrv.in
DIRECTORS:
During the year under review, the Board consists of 4 (Four) Directors and none of the
Directors are disqualified.
LIST OF DIRECTORS PRESENT ON THE BOARD AS ON DATE:
| DIN/PAN |
NAME OF DIRECTORS |
APPOINTMENT DATE |
| 03575779 |
Mr. Raj Mohta |
30/05/2017 |
| 03611167 |
Mrs.Pramila Bansal |
30/03/2015 |
| 09008182 |
Mr. Naren Kumar Joshi |
24/12/2020 |
| 09630167 |
Mr. Rahul Poddar |
24/12/2022 |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to
the directors responsibility statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts for the year ended March 31, 2023 the
applicable Accounting standards had been followed along with proper explanation relating
to the material departures;
(b) the directors of the Company had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company, as at March 31, 2023 and
loss of the Company for the year ended March 31,2023.
(c) the directors of the Company had taken proper and sufficient care for the
maintenance of proper accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(d) the directors of the Company had prepared the accounts of the Company for the
financial year ended March 31,2023 on a going concern basis and;
(e) the directors of the Company had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
RISK MANAGEMENT
The Company, like any other enterprise, is exposed to business risk which can be an
internal risks as well as external risks. Any unexpected changes in regulatory framework
pertaining to fiscal benefits and other related issue can affect our operations and
profitability. However the Company is well aware of the above risks and as part of
business strategy has formulated a Risk Management Policy.
The Risk Policy approved by the Board, clearly lays down the roles and responsibilities
of the various functions in relation to risk management covering a range of
responsibilities, from the strategic to the operational. These role definitions, inter
alia, provide the foundation for your Companys Risk Management Policy and Framework that
is endorsed by the Board and is aimed at ensuring formulation of appropriate risk
management procedures, their effective implementation across the Company and independent
monitoring and reporting by Internal Audit. Backed by strong internal control systems, the
Company is in the process of implementing the current Risk Management Framework that
consists of the following key elements:
• The Corporate Risk Management policy facilitates the identification and
prioritization of strategic and operational risks, development of appropriate mitigation
strategies and conducts periodic reviews of the progress on the management of identified
risks
• A combination of risk policy and unit wise evolved procedures brings robustness
to the process of ensuring that business risks are effectively addressed.
• Appropriate structures are in place to proactively monitor and manage the
inherent risks in businesses with unique / relatively high risk profiles.
• A strong and independent Internal Audit function at the corporate level carries
out risk focused audits across all businesses, enabling identification of areas where risk
management processes may need to be strengthened. The Board of Directors reviews Internal
Audit findings, and provides strategic guidance on internal controls. The Board of
Directors closely monitors the internal control environment within the Company including
implementation of the action plans emerging out of internal audit findings.
• At the Business level, Internal Audit Department personnel continuously verify
compliance with laid down policies and procedures, and help plug control gaps by assisting
operating management in the formulation of control procedures for new areas of operation.
• The periodical planning exercise requires all units to clearly identify their
top risks and set out a mitigation plan with agreed timelines and accountability. Top
Management and Unit heads confirm
periodically that all relevant risks have been identified, assessed, evaluated and that
appropriate mitigation systems have been implemented.
The combination of policies and processes as outlined above is expected to adequately
address the various risks associated with your Companys businesses.
Annual evaluation by the Board
The evaluation framework for assessing the performance of Directors comprises of the
following key areas:
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of Company and its
performance
iv. Providing perspectives and feedback going beyond information provided by the
management
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment
by the Board of Directors. A member of the Board will not participate in the discussion of
his / her evaluation.
BOARD COMMITTEES:
The Company has the following Committees of the Board:
1. Audit Committee
| Name of Committee members |
Category |
Date of Appointment |
| Raj Mohta |
Whole Time Director |
30-05-2017 |
| Pramila Bansal |
Non-Executive - Independent Director, Member |
30-09-2015 |
| RahulPoddar |
Non-Executive- Independent Director, Member |
24-12-2022 |
2. Nomination and Remuneration Committee
| Name of Committee members |
Category |
Date of Appointment |
| Naren Kumar Joshi |
Non-Executive - Independent Director |
24-12-2020 |
| Pramila Bansal |
Non-Executive - Independent Director, Chairperson |
30-09-2015 |
| RahulPoddar |
Non-Executive - Independent Director, Member |
24-12-2022 |
3. Stakeholders Relationship Committee
| Name of Committee members |
Category |
Date of Appointment |
| Pramila Bansal |
Non-Executive - Independent Director, Chairperson |
30-09-2015 |
| Raj Mohta |
Executive Director, Member |
30-05-2017 |
| RahulPoddar |
Non-Executive - Independent Director, Member |
24-12-2022 |
BOARD INDEPENDENCE:
Our definition of Independence of Directors is derived from SEBI (LODR), Regulations,
2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures
received from the Directors and on evaluation of the relationships disclosed, the
following Non-Executive Directors are Independent in terms of Regulation 27 of SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015 and Section 149(6) of the
Companies Act, 2013
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Social Welfare Activities has been an integral part of the Company since inception. The
Company is committed to fulfill its social responsibility as a good corporate citizen. The
Companies Act, 2013, pursuant to the provision of Section 135, has laid down the
requirement for constitution of Corporate Social Responsibility Committee, which shall be
responsible 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 compliance
with 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 to
maintain the highest standard of honesty, openness and accountability and recognize that
employees have important role to play in achieving the goal.
The Companys Whistleblower Policy encourages Directors and employees to bring to the
Companys attention, instances of unethical behavior and actual or suspected incidents of
fraud or violation of the conduct that could adversely impact the Companys operations,
business performance and / or reputation. The Policy provides that the Company
investigates such incidents, when reported, in an impartial manner and takes appropriate
action to ensure that the requisite standards of professional and ethical conduct are
always upheld. It is the Companys Policy to ensure that no employee is victimized or
harassed for bringing such incidents to the attention of the Company. The practice of the
Whistleblower Policy is overseen by the Board of Directors and no employee has been denied
access to the Committee. The Whistleblower Policy is available on the Companys website www.dalmiaindustry.in.
INTERNAL FINANCIAL CONTROL
The Company believes that internal control is a necessary concomitant of the principle
of prudent business
13
governance that freedom of management should be exercised within a framework of
appropriate checks and balances. The Company remains committed to ensuring an effective
internal control environment that inter alia provides assurance on orderly and efficient
conduct of operations, security of assets, prevention and detection of frauds/errors,
accuracy and completeness of accounting records and the timely preparation of reliable
financial information.
The Companys independent and Internal Audit processes, both at the Business and
Corporate levels, provide assurance on the adequacy and effectiveness of internal
controls, compliance with operating systems, internal policies and regulatory
requirements. The Financial Statements of the Company are prepared on the basis of the
Significant Accounting Policies that are carefully selected by management and approved by
the Board. These, in turn are supported by a set of divisional Delegation Manual &
Standard Operating Procedures (SOPs) that have been established for individual units/
areas of operations.
The Company has in place adequate internal financial controls with reference to the
Financial Statements. Such controls have been tested during the year and no reportable
material weakness in the design or operation was observed. Nonetheless the Company
recognizes that any internal financial control framework, no matter how well designed, has
inherent limitations and accordingly, regular audit and review processes ensure that such
systems are reinforced on an ongoing basis. The Company is in process of appointing an
internal auditor to oversee the internal audit mechanism and the same will be done at the
earliest.
AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:
The Company hereby affirms that during the year under review, the Company has complied
with all the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of
the Board of Directors and General Meetings respectively (including any modifications
or amendments thereto) issued by the Institute of Company Secretaries of India.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management discussion and Analysis Report for the year under review, as required under
Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming
part of this Annual Report as Annexure 2.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There was NIL Related Party Transaction as required to be disclosed in
compliance with the Accounting Standard 18 "Related Party Disclosures" issued by
the Institute of Chartered Accountants of India (ICAI).
CORPORATE GOVERNANCE:
The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part
of this Annual Report as Annexure 3.
NO. OF MEETINGS OF THE BOARD:
The intervening gap between any two meetings was within the period prescribed by the
Companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days
as prescribed under the Companies Act, 2013.
The Board of Directors met 06 (Six) times during the financial year i.e. on 30/05/2022,
10/08/2022, 30/08/2022,12/11/2022, 24/12/2022 and 14/02/2023.
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 2022-2023 |
| 1. |
Mrs. Pramila Bansal |
5 |
| 2. |
*Mr. Sailendra Nath Bakshi |
3 |
| 3. |
Mr. Raj Mohta |
6 |
| 4. |
Mr. Naren KumarJoshi |
5 |
| 5. |
Mr. Rahul Poddar |
1 |
Resigned w.e.f. September 26, 2022.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (Listing
Obligation and Disclosure Requirement) Regulation, 2015.
BOARD EVALUATION
Regulation 27 of SEBI (Listing and Obligation Requirement) Regulations, 2015 mandates
that the Board shall monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual directors. Schedule IV of the
Companies Act, 2013 states that the performance evaluation of independent directors shall
be done by the entire Board of Directors, excluding the director being evaluated. The
evaluation of all the directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. The Board approved the evaluation results as
collated by the nomination anc remuneration committee.
AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under:
STATUTORYAUDITOR
M/s. Ghosh and Ghosh, Chartered Accountants, were appointed as the Statutory Auditors
of the Company at the 39th Annual General Meeting (AGM) until the conclusion of
the AGM to be held in FY 2026 of the Company.
The Auditors Report do not contain any qualifications, reservations, adverse remarks
or disclaimer. SECRETARIAL AUDITOR & SECRETARIAL AUDITORS REPORT
Mr. Amit R Dadheech & Associates, Practicing Company Secretaries, Mumbai was
appointed to conduct the Secretarial Audit of the Company for the financial year
2022-2023, as required under Section 204 of the Companies Act, 2013 and Rules there under.
The secretarial audit report for FY 2022-23 forms part of the Annual Report as "ANNEXURE
1" to the Board Report.
DEPOSITS
The Company has not accepted any deposits within the meaning of Chapter V of The
Companies Act, 2013 during the year under review. No deposit remained unpaid or unclaimed
as at the end of the year and accordingly there has been no default in repayment of
deposits or payment of interest thereon during the year.
COST AUDIT
Cost Audit is not applicable to the Company during the financial year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN
EXCHANGE 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: Nil for reduction of energy consumption
and consequent impact on the cost of production of goods
(d) Total energy consumption and energy consumption: Nil per unit of production
FORM A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
A. Power and fuel consumption: Nil
B. Consumption per unit of production: Nil
FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.,
I Research and Development: Nil
II Technology Absorption, Adaptation and: Nil Innovation
FOREIGN EXCHANGE EARNINGS AND OUTGO
| Particulars |
Current year |
Previous Year |
| Foreign Exchange earnings |
NIL |
NIL |
| Foreign Exchange Out go |
NIL |
NIL |
ANTI SEXUAL HARASSMENT POLICY
The Company is committed to provide a protective environment at workplace for all its
women employees. To ensure that every woman employee is treated with dignity and respect
and as mandated under "The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013".The Company has in place an Anti-Sexual
Harassment 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 to
redress the complaints received regarding sexual harassment at workplace. All employees
including trainees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed off
during 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.
As per 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 the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are made available at the registered office of the
Company. The members desirous of obtaining the same may write to the Whole time Director
at the registered office of the Company.
ACKNOWLEDGEMENTS
Your directors express their appreciation for the sincere co-operation and assistance
of Central and State Government authorities, bankers, suppliers, customers and business
associates. Your directors also wish to place on record their deep sense of appreciation
for the committed services by your companys employees. Your directors acknowledge with
gratitude the encouragement and support extended by our valued shareholders.
CAUTIONARY STATEMENT
The Boards Report and Management Discussion & Analysis may contain certain
statements describing the Companys objectives, expectations or forecasts that appear to
be forward-looking within the meaning of applicable securities laws and regulations while
actual outcomes may differ materially from what is expressed herein. The Company is not
obliged to update any such forward-looking statements. Some important factors that could
influence the Companys operations comprise economic developments, pricing and demand and
supply conditions in global and domestic markets, changes in government regulations, tax
laws, litigation and industrial relations.
By order of the Board Dalmia Industrial Development Limited
Sd/-
Raj Mohta
DIN: 03575779
Date: 02/09/2023
Place: Kolkata
+91-9892691696
