To,
The Members of
DELMA INFRASTRUCTURE LIMITED
(Formerly known as Hari Om Trades and Agencies Limited)
Your Directors have pleasure in presenting the 31st Annual Report on the
business and operations of the Company together with the Audited Statement of Accounts for
the year ended March 31, 2016.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
| Particulars |
Year ended March 31, 2016 |
Year ended March 31, 2015 |
| Total Income |
57,787 |
2,500,000 |
| Total Expenditure |
8,371,325 |
4,716,982 |
| Profit before exceptional and extraordinary items and tax |
(8,313,538) |
(2,216,982) |
| Exceptional Items |
568,465 |
568,465 |
| Extraordinary Items |
0 |
0 |
| Profit/Loss before Tax |
(8,882,003) |
(2,785,447) |
| Provision for Taxation |
|
|
| Deferred Tax |
|
|
| Income tax related to earlier year |
|
|
| Profit/ Loss after Tax |
(8,882,003) |
(2,785,447) |
| Paid up Equity Share Capital |
2,490,000 |
2,490,000 |
| Reserves & Surplus |
(9,720,085) |
(838,082) |
2. TRANSFER TO RESERVES
It is proposed not to transfer any amount to reserves since the Company has not earned
any profits during FY 2015-16.
3. DIVIDEND
In view of the business loss during the year, no dividend is recommended by the Board
for the financial year ended 31s1 March, 2016.
4. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR
During the year under review, your Company is not operational. However, the Company has
earned income from other sources of Rs. 57,787/-as compared to Rs. 2,500,000/- income of
the Previous Year.
The Company has incurred Loss after tax during the year of Rs. (8,882,003)/- as
compared to the Loss after Tax of the previous year of Rs. (2,785,447)/-.
5. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Company during the year under
review.
6. DETAILS OF SUBSIDIARY. ASSOCIATES AND TOINT VENTURES COMPANIES
As on March 31, 2016, your company has no subsidiary company, associates or JV
companies.
7. 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.
There are no material changes and commitments 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.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators / Courts or Tribunals
which would impact the going concern status of the Company and its future operations.
9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS.
The Company has adequate systems of internal control, to ensure that all assets are
safeguarded and protected against loss from unauthorized use and procedures commensurate
with the size
and nature of business. The Company continuously upgrades its systems in line with the
best availability practices. These systems are supported by periodical reviews by the
management and standard policies and guidelines to ensure that financial and other records
are prepared accurately.
During the year under review, no material or serious observation has been received from
the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
10. DEPOSITS
During the year under review, your Company did not accept any deposits in terms of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit)
Rules, 2014. No amounts were outstanding which were classified as Deposit under the
applicable provisions of the Companies Act, 2013 as on the balance sheet date.
11. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the financial year under review the Company has not given any loan, provided any
guarantees and made any investments which are governed by the provisions of Section 186 of
the Companies Act, 2013.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions/contracts/arrangements entered by the Company during the year
under review with related party (/ies) are in the ordinary course of business and on arms
length basis and not material in nature. As the transactions entered do not fall under
Section 188(1) of the Companies Act, 2013 hence Form AOC-2 is not required to be
furnished.
13. AUDITORS AND THEIR REPORTS
The matters related to Auditors and their Reports are as under:
a) Observations Of Statutory Auditors On Accounts For The Year Ended March 31, 2016
The auditors report does not contain any qualification, reservation or adverse remark
or disclaimer.
b) Statutory Auditors
At the Annual General Meeting, Members are requested to ratify the appointment of M/s.
A.K. Bagadia & Co., Chartered Accountants, Mumbai, (Firm Registration No. 100846W) as
Statutory Auditors of the Company made by resolution passed at the 29th Annual General
Meeting of the Company, to hold office from the conclusion of the 29th Annual General
Meeting until the conclusion of the Annual General Meeting of the Company for the
Financial Year 2016-17, for the balance term on such remuneration as may be fixed by the
Board.
Necessary resolution for ratification for re-appointment of the said Auditors is
included in the Notice of Annual General Meeting for seeking approval of members.
14. SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 25,00,000/- and Paid-up Share
Capital is Rs. 24,90,000/- during the year under review.
The Company has not issued any equity shares with differential rights / sweat equity
shares/ employee stock options or not made any provision of its own shares by employees or
by trustees for the benefit of employees during the financial year 2015-2016.
The Company has not made any purchase or provision of its own shares by employees or by
trustees for the benefit of employees during the financial year 2015-2016.
15. CORPORATE GOVERNANCE REPORT
Pursuant to the Regulation 15 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Compliance related to the Corporate Governance is not
mandatory to the Company.
In view of the above, Company has not provided report on corporate governance and
auditors certificate thereon for the year ended March 31, 2016. However, whenever the
provision will becomes applicable to the Company at a later date, the Company shall comply
with the requirements of the same within six months from the date on which the provisions
became applicable to the Company.
16. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
a) Energy Conservation & Technology Absorption
Your Company is not engaged in any manufacturing activity and thus its operations are
not energy intensive. However adequate measures are always taken to ensure optimum
utilization and maximum possible saving of energy.
The Company has maintained a technology friendly environment for its employees to work
in. Your Company uses latest technology and equipments. However since the Company is not
engaged in any manufacturing, the information in connection with technology absorption is
NIL.
b) Foreign Exchanee Earnings And Outeo
The foreign exchange earnings and outgo as required under section 134(3)(m) of the
Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, are
provided as follows:
| a. Total foreign exchange earned |
NIL |
| b. Total foreign exchange outgo |
NIL |
17. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of
the Annual Return for the financial year ended March 31, 2016 made under the provision of
Section 92(3) of the Act is attached as Annexure I which forms part of this
Report.
18. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL- DIRECTORS
a) Changes In Directors And Key Managerial Personnel
In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and in
terms of the Memorandum and Articles of Association of the Company, Mr. Ahmed Khaleel
Khaled Almeraikhi (DIN 05256947) who is liable to retire by rotation and is eligible for
re-appointment, has offered himself for re- appointment.
During the year under review, Ms. Swati Sahukara resigned as Company Secretary of the
Company with effect from the closing hours of May 29, 2015. The Board has placed on record
its appreciation for the services rendered by Ms. Swati Sahukara during her tenure as a
Company Secretary.
In pursuance to Section 203 of the Companies Act, 2013, Ms. Prachi Jain has been
appointed as Company Secretary and Compliance Officer with effect from July 01, 2015.
b) Declaration by an Independent Director(s) and re-appointment, if any
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act,
2013, the Company has received individual declarations from all the Independent Directors
confirming that they fulfill the criteria of independence as specified in Section 149(6)
of the Companies Act, 2013.
c) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the
annual performance evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit Committee and Nomination and Remuneration
Committee.
The Independent Directors expressed their satisfaction with the evaluation process,
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of duties, obligations, responsibilities and
governance.
19. DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIES
a) Board Meetings
The Board of Directors met 6 times during the financial year ended March 31, 2016 which
is in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013. The date of board meetings are:
1. May 29, 2015
2. August 14, 2015
3. November 13, 2015
4. January 09, 2016
5. February 12, 2016
6. March 14,2016
| Name of Directors |
Category |
No. of meetings held |
No. of meetings attended |
| Mr. Umesh Mohanan |
Executive |
6 |
5 |
| Mr. Ahmed KK Almeraikhi |
Non- Executive Non-Independent |
6 |
2 |
| Mr. Zulfiqur Haider |
Non- Executive Non-Independent |
6 |
2 |
| Mr. Bharat Gupta |
Independent |
6 |
4 |
| Mrs. Kavita Chhajer |
Independent |
6 |
4 |
b) Nomination And Remuneration Committee
The Board has framed Nomination and Remuneration Committee in accordance with the
provisions of subsection (3) of Section 178 of the Companies Act, 2013.The Nomination and
Remuneration Committee consist of Mrs..Kavita Chhajer as a Chairman and Mr. Bharat Gupta
and Mr. Zulfiqur Haider as the members. During the year under review, the Nomination and
Remuneration Committee met once on June 27,2015.
c) Audit Committee
The audit committee of the Company is constituted in Line with the provisions of
Section 177 of the Act. All the recommendation made by the Audit Committee on various
matters has been accepted by the Board. The Audit Committee consists of Mr. Bharat Gupta
as the Chairman and Mrs. Kavita Chhajer and Mr. Umesh Mohanan as the Members. Audit
Committee met 4 times during the year on May 29, 2015, August 14, 2015, Noyember 13, 2015
and February 12, 2016-
| Name of Directors |
Category |
No. of : meetings held |
No. of meetings attended |
| Mr. UmeshMohanan |
Executive |
4 |
4 |
| Mr. Bharat Gupta |
Independent |
4 |
4 |
| Mrs. KavitaChhajer |
Independent |
4 |
4 |
20. SECRETARIAL AUDIT
The Board of Directors of the Company has, in compliance with the provisions of Section
204 of the Companies Act, 2013, appointed Kothari H. & Associates, Practicing Company
Secretaries to carry out secretarial audit of the company for the financial year 2015-16.
Secretarial Audit Report as per Section 204 of Companies Act, 2013 is placed as
Annexure II to this report.
The Secretarial Audit Report contains the following qualifications:
1. There was delay in submission of Shareholding Pattern under Reg. 31, Statement of
Investor Complaint under Reg. 13, Reconciliation of Share Capital Audit Report under Reg.
55A of SEB1 (Depository Participants) Regulations.
2. As per Regulation 31(2) dematerialization of the shareholding of the promoter and
promoter group is pending.
The Board hereby states that the qualification mentioned above is self-explanatory and
the Board shall do necessary efforts to comply in the ensuing financial year.
21. MANAGERIAL REMUNERATION
During the FY2015-16, there were no employee in the Company whose particulars are
required to be given in terms of Section 197 (12) of the Act, read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
22. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Vigil mechanism incorporates a whistle blower policy. All protected disclosures can
be made through an email or telephone or through a letter. The Policy has been disclosed
on the Companys website www.delmainfra.com
23. PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
During the year under review the Company has not received any complaints on sexual
harassment.
24. RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. Your Company periodically assesses
risks in the internal and external environment, along with the cost of treating risks and
incorporates risk treatment plans in strategy, business and operational plans.
25. LISTING
At present, the Companys Equity Shares are listed at BSE Limited and the Company has
paid the Listing fees to the above Exchanges for the year 2016-17.
26. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with
respect to Directors Responsibility Statement, it is hereby confirmed;
a) That in the preparation of the annual financial statements for year ended March 31,
2016, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
b) That the directors 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, 2016 and
of the profit and loss of the company for the year ended on that date;
c) That proper and sufficient care has been taken 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 for preventing and detecting fraud and other
irregularities;
d) That the annual financial statements have been prepared on a going concern basis;
e) That the proper internal financial controls were in place and that such internal
financial controls were adequate and were operating effectively.
f) That systems to ensure compliance with the provisions of all applicable laws
were in place and were adequate and were operating effectively.
27. ACKNOWLEDGEMENTS
Your Directors thank the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The
Directors also gratefully acknowledge all stakeholders of the Company viz. customers,
members, dealers, vendors, banks and other business partners for the excellent support
received from them during the year. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.
For and on behalf of the Board of Directors
Director
Y DIN: 02455902
Date: 13.08.2016
Place: Mumbai
+91-9892691696
