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.co.in.
INTERNAL FINANCIAL CONTROL
The Company believes that internal control is a necessary concomitant of the principle
of prudent business 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.
SHIFTING OF REGISTERED OFFICE:
The registered office of the Company has not changed during the year under review.
NO. OF MEETINGS OF THE BOARD:
The intervening gap between any two meetings was within the period prescribed by 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 7 (Seven) times during the financial year i.e. on
15/04/2016, 30/05/2016, 11/08/2016, 30/08/2016, 27/10/2016, 14/11/2016 and 14/02/2017.
The details of Directors attendance in the Board Meeting is stated below:
| Sr. No. |
Name of Director |
No of Board Meetings attended during Financial Year 2016 – |
| 1. |
Mr. Vineet Chowdhary* |
0(Zero) |
| 2. |
Mr. Vikash Chowdhary* |
7(Seven) |
| 3. |
Mr. Alok Agarwal |
7(Seven) |
| 4. |
Ms. Pramila Bansal |
7(Seven) |
| 5. |
Mr. Dhelia Vikash |
7(Seven) |
| 6. |
Mr. Kishor Vasant Hajare |
7(Seven) |
| 7. |
Mr. Sailendra Nath Bakshi |
7(Seven) |
| 8. |
Mr. Raj Mohta |
NIL |
* Resigned from the Directorship on 30.05.2017
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director 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 and remuneration committee.
None of the independent directors are due for re-appointment.
AUDITORS AND AUDITOR’S OBSERVATIONS:
M/s R.K.P Associates, Chartered Accountants, Kolkata, hold office up to the ensuing
Annual General Meeting and being eligible, offer themselves for re-appointment. The Board
recommends their appointment for a term of two consecutive years from the conclusion of
thirty fifth Annual General Meeting up to the conclusion of thirty seventh Annual General
Meeting of the Company in the calendar year 2019. The Company has received letter from
them to the effect that their appointment, if made, would be within the prescribed limits
under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from
appointment.
COMMENTS ON AUDITORS’ REPORT: NEED TO CONFIRM IT FROM AUDITORS REPORT
There are no qualifications, reservations or adverse remarks or disclaimers made by
M/s. R.K.P Associates, Chartered Accountants, in their Audit Report. The Statutory
Auditors have not reported any incident of fraud to the Audit Committee of the Company in
the year under review. All observations of Auditors are self explanatory and therefore do
not call for any further comments by Directors in this report.
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 2016-17,
as required under Section 204 of the Companies Act, 2013 and Rules there under. The
secretarial audit report for FY 2016-17 forms part of the Annual Report as "ANNEXURE
III" 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 AUDITORS
Cost Audit is not applicable to the Company during the financial year under review.
CORPORATE GOVERNANCE:
The Company is committed to maintaining the highest standards of Corporate Governance
and adhering to the Corporate Governance requirements as set out by Securities and
Exchange Board of India. The Report on Corporate Governance as stipulated under Regulation
27 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 forms part
of the Annual Report. The Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate
Governance as stipulated under Regulation 27 is also published elsewhere in this Annual
Report.
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 for reduction of energy consumption
and consequent impact on the cost of production of goods |
: Nil |
| (d) Total energy consumption and energy consumption per unit of production |
: Nil |
FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
| A. Power and fuel consumption |
: Nil |
| B. Consumption per unit of production |
: Nil |
TECHNOLOGY ABSORPTION
FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.,
| I Research and Development |
: Nil |
| II Technology Absorption, Adaptation and |
: Nil |
| Innovation |
|
FOREIGN EXCHANGE EARNINGS AND OUTGO
| Particulars |
Current year |
Previous Year |
| Foreign Exchange earnings |
NIL |
NIL |
| Foreign Exchange Out go |
NIL |
NIL |
ANTI SEXUAL HARASSMENT POLICY
The Company is committed to provide a protective environment at workplace for all 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 Company Secretary 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 company’s employees. Your directors acknowledge
with gratitude the encouragement and support extended by our valued shareholders.
|
By order of the Board |
|
Dalmia Industrial Development Limited |
|
Sd/- |
| Date: September 2, 2017 |
Raj Mohta |
| Place:Kolkata |
DIN: 03575779 |
+91-9892691696
