Delta Industrial Resources Ltd Directors Report.

To the Shareholders,

Your Directors take pleasure in presenting the 34th Annual Report on the business and operations of your Company along with the Audited Standalone Financial Statements for the year ended March 31, 2019.

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).

FINANCIAL PERFORMANCE OF THE COMPANY

The Companys financial results are as under:

(In Rs in Thousand)

Particular Current Year 2018-19 Previous Year 2017-18
Revenue from Operations 60382.95 116726.86
Total revenue (including other income) 63872.15 120802.14
Total Expenses 65285.27 120844.15
Profit/(Loss) before tax (1413.12) (42.01)
Tax Expenses:
Less: Current tax - -
Add: Deferred tax 2.14 3.25
Profit/(Loss) after tax (1410.98) (38.76)

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR

The total revenue from operations of your Company for the year ended March 31, 2019 stood at Rs 60382.25 as against Rs 116726.86 for the year ended March 31, 2018. The company incurred loss before tax of an amount of Rs (1410.98) as compared to profit before tax of Rs (420.01) in the previous year. Hence, The loss after tax for the year ended March 31, 2019 recorded of Rs (1410.98) as compared to loss after tax of Rs (38.76) in the previous year.

STATE OF COMPANYS 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 Companys 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 2018-19.

SHARE CAPITAL

The present Authorized Share Capital of the Company is Rs 6,50,00,000/- (Rupees Six Crores Fifty Lacs) divided into 65,00,000 (Sixty Five Lacs) equity shares of Rs 10/- (Rupees Ten) each.

Paid up share capital of the Company as on 31st March, 2019 is Rs 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 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 public under Section 73 of the Companies Act, 2013 and rules made thereunder. There is no unclaimed or unpaid deposit lying with the Company.

CHANGE IN NATURE OF BUSINESS

During the year under review, the members of Company had altered its objects clause by replacing new clause in place of existing clause of Memorandum and Article of Association of the Company. But the Registrar of Companies of NCT of Delhi & Haryana had raise objection that objects proposed to be added appear to be that of NBFC , which requires RBI registration.

Therefore the proposed amendment in Object clause could not be implemented.

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 Companys 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 Rs 10 Crores and Net worth is less than Rs 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 Companys 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 Companys 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 companys 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 Companys 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

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mrs. Kiran Mittal, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers herself for reappointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the forthcoming Annual General Meeting. Brief profile of Mrs. Kiran Mittal has been given in the Notice convening the Annual General Meeting.

Mr. Rohit Mittal, Managing Director of the Company resigned from the Board with effective from 14th June, 2019 to pursue other interests and commitments. The Board places on record its deep appreciation for the services rendered by Mr. Rohit Mittal during his tenure as Managing Director and Member of various committees of the Board of Directors of the Company.

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 Companys Code of Business Conduct & Ethics.

Key Managerial Personnel

As on March 31, 2019, following persons holds the position of Key Managerial Personnel are:

• Mr. Rohit Mittal, Managing Director

• Ms. Anamika, Company Secretary

During the year 2018-2019 under review no Directors or Key Managerial Personnel appointed or resigned from the Company.

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 Companys 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, 2019, 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, 2019, 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 Five (5) times during the financial year 2018-19. The meetings of Board of Directors were held on 24th May, 2018, 3rd August, 2018, 6th November, 2018, 5th February, 2019 and 25th March, 2019.

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
Rohit Mittal Managing Director Executive- Non Independent 5 5 Yes
Pawan Kumar Mittal Director Non Executive- Non Independent 5 5 Yes
Kiran Mittal Director Non Executive- Non Independent 5 5 Yes
Jitendra Kumar Agarwal Director Non Executive- Independent 5 4 Yes
Prakash Chand Jajoria Director Non Executive- Independent 5 4 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 25th March, 2019 during the year 2018-19.

Committee Meetings

Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the managements 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 Companys 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;

• 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 financial statements;

• Any related party transactions as per Accounting Standard 18.

• Reviewing the Companys financial and risk management policies.

• Disclosure of contingent liabilities.

• Reviewing with the management, external and internal auditors and the adequacy of internal 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 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.

• 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.

• Reviewing compliances as regards the Companys Whistle Blower Policy.

• 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 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 2018-19. The meetings of Audit Committee were held on 24th May, 2018, 3rd August, 2018, 6th November, 2018, 5th February, 2019.

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
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 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 Two (2) times during the financial year 2018-19. The meetings of Nomination and Remuneration Committee were held on 3rd August, 2018 and 5th February, 2019.

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

Stakeholders 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 investors 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 2018-19. The meetings of

Stakeholders Relationship Committee were held on 3rd August, 2018 and 5th February, 2019.

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
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