Your Directors take pleasure in presenting the 39Th Annual Report on the business and operations of your
Company along with the Audited Standalone Financial Statements for the year ended March 31,2024.
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 2024-25.
The Stock Price of the Company In BSE from the period from 01.04.2023 to 31.03.2024
|
Month
|
Open Price
|
High Price
|
Low Price
|
Close Price
|
|
Apr-23
|
20.37
|
27.54
|
18.92
|
26.44
|
|
May-23
|
26.15
|
27.5
|
19.61
|
20.24
|
|
Jun-23
|
21.25
|
23.5
|
14.6
|
16.77
|
|
Jul-23
|
16.77
|
17.6
|
13.62
|
14.62
|
|
Aug-23
|
14.33
|
14.82
|
12.43
|
14.82
|
|
Sep-23
|
15.56
|
18.9
|
15.56
|
17
|
|
Oct-23
|
17.3
|
17.63
|
13.78
|
14.5
|
|
Nov-23
|
14.5
|
15.3
|
13.33
|
14.4
|
|
Dec-23
|
14.7
|
20.5
|
13.25
|
17.91
|
|
Jan-24
|
18.7
|
20.41
|
16.52
|
17.51
|
|
Feb-24
|
17.51
|
19.6
|
16.11
|
19.6
|
|
Mar-24
|
20.58
|
38.22
|
20.3
|
27.21
|
FINANCIAL PERFORMANCE OF THE COMPANY
The Company’s financial results are as under: (Rs. In Lacs)
|
Particular
|
Current Year 2023-24
|
Previous Year 2022-23
|
|
Revenue from Operations
|
-
|
-
|
|
Total revenue (including other income)
|
4.72
|
33.73
|
|
Total Expenses
|
6.35
|
16.52
|
|
Profit/(Loss) before tax
|
|
1721.89
|
|
Tax Expenses:
|
-
|
-
|
|
Less: Current tax
|
-
|
(4.33)
|
|
Add: Deferred tax
|
-
|
(0.02)
|
|
Profit/(Loss) after tax
|
(1.63)
|
12.87
|
BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR
The total revenue of your Company for the year ended March 31,2024 stood at 4.72 as against 33.73 for
the year ended March 31, 2023. The company incurred loss before tax of an amount of (Rs.1.63) as
compared to profit/loss before tax of Rs.17.22 in the previous year. Hence, The profit/loss after tax for the
year ended March 31, 2024 recorded of (Rs.1.63) as compared to profit after tax of ‘Rs.12.87 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 2023-24.
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, 2024 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 31,2024, your Board comprised of 4 (four) Directors which includes two Executive directors
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 him re-appointment 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 31,2024, 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 31,2024, 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 Six (6) times during the financial year 2023-24. The meetings
of Board of Directors were held on 26th April,2023, 30Th May,2023,12Th August,2023, 9Th November,2023,
20Th November,2023, 14Th February,2024.
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.
We further report that during the reporting period, following changes took place in the management of the
Company:
1. Mr. Ankit Singhal (DIN: 03592385) who was designated as the Independent Director of the Company
resigned from the company w.e.f 24/11/2023.
2. Mr.Deepak Sinha (DIN: 09726154) who was designated as the Independent Director of the Company
appoint from the company w.e.f 11/08/2023 and Mr. Krishna Kumar Kulshrestha (DIN: 09719927)
appoint as an Independent Director from the company w.e.f 11/08/2023.
3. Mr. Gaurav Goel (DIN: 02265731) who was designated as the Independent Director of the Company
resigned from the company w.e.f 24/02/2024.
4. Ms. Mehak Jain (ACS:70469) Appoint from the position of Company Secretary and Compliance Officer
of the Company w.e.f 11/08/2023.
5. Mr. Raju Dayaram Anbhorkar (DIN: 10104257) who was designated as the Executive Director of the
Company resigned from the company w.e.f 10/10/2023.
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
|
6
|
6
|
Yes
|
|
RAJU DAYARAM ANBHORKAR
|
Director
|
Executive- Director
|
6
|
3
|
Yes
|
|
Lily Mundu
|
Executive
Director
|
Executive- Director
|
6
|
1
|
No
|
|
GAURAV GOEL
|
Director
|
Non Executive-
Non Independent
|
6
|
5
|
yes
|
|
Ankit Singhal
|
Director
|
Non Executive-
Independent
|
6
|
5
|
yes
|
|
KRISHNA KUMAR KULSHRESTHA
|
Director
|
Non Executive-
Independent
|
6
|
4
|
Yes
|
|
DEEPAK SINHA
|
Director
|
Non Executive-
Independent
|
6
|
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:
Ý Annual operating plans of businesses, capital budgets, updates.
Ý Quarterly results of the Company and its operating divisions or business segments.
Ý 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.
Ý Materially important litigations, show cause, demand, prosecution and penalty notices.
Ý Fatal or serious accidents.
Ý Any material default in financial obligations to and by the Company or substantial non-payment for
services rendered by the Company.
Ý 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.
Ý Transactions had involved substantial payments towards good-will, brand equity, or intellectual property.
Ý Significant development in the human resources front.
Ý Sale of material, nature of investments, assets which is not in the normal course of business.
Ý Quarterly update on the return from deployment of surplus funds.
Ý 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.
Ý 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 14th February 2024 during the year 2023-24.
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
Ý 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.
Ý Recommending the appointment, re-appointment and removal of external auditors, fixation of audit
fee and also approval for payment for any other services.
Ý Reviewing the financial statements and draft audit report, including quarterly / half yearly financial
information.
Ý 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.
Ý 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 2023-24. The meetings of Audit Committee
were held on 12Th August,2023, 9Th November, 2023,14th February,2024, 30th May,2024
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
|
|
Ankit Singhal
|
Member
|
3
|
3
|
|
KRISHNA KUMAR KULSHRESTHA
|
Chairman
|
4
|
4
|
|
DEEPAK SINHA
|
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 Two (2) times during the financial year 2023-24. The
meetings of Nomination and Remuneration Committee were held on 12Th August,2023, 14th
February,2024.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
|
|
Ankit Singhal
|
Member
|
1
|
1
|
|
KRISHNA KUMAR KULSHRESTHA
|
Member
|
2
|
2
|
|
DEEPAK SINHA
|
Chairman
|
2
|
2
|
* 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 2023-24. The meetings
of Stakeholders’ Relationship Committee were held on 12Th August,2023,14th February,2024.
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
|
Member
|
1
|
1
|
|
KRISHNA KUMAR KULSHRESTHA
|
Member
|
2
|
2
|
|
DEEPAK SINHA
|
Chairman
|
2
|
2
|
Compliance Officer
|
Name
|
MEHAK JAINCompany Secretary & compliance Officer
|
|
Contact Details
|
UNIT NO.-111, AGGARWAL CITY SQUARE, PLOT NO
MANGLAM PLACE, SECTOR-3, ROHINI, NEW DELHI
|
10, DISTRICT CENTRE
-110085
|
|
E- mail Id
|
deltaindustrialresourcesltd@gmail.com
|
Shareholders Meetings
There was only one (1) Annual general meeting of shareholders was held on 30th September, 2023.
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. Bhatter & Associates, Chartered Accountants,(FRN.131411W) were appointed
through the E.O.G.M. which was held on 20Th November,2023 in the place of M/s NITIN GAMI &
ASSOCIATES, Chartered, Accountants (Firm Registration No.332567E),
Ý Statutory Auditors Reports
The Statutory Auditors have given an audit report for financial year 2023-24, are given in “Annexure
D” of this report.
Ý 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 31,2024.
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. Rantu Das & Associates, Practicing Company Secretary to undertake the Secretarial Audit
of the Company for the Financial Year 2023-24.
Ý Secretarial Auditors Reports
The Secretarial Auditors have given Secretarial audit report in Form MR-3 for financial year 2023-24,
are given in “Annexure C” of this report.
Ý 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 31.03.2024
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, 2024.
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
2023-24:
Ý No of complaints received : 0
Ý 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 2023-2024.
OTHER DISCLOSURES
Your Directors state that during the financial year 2023-24:
Ý The Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.
Ý The Company did not issue any Sweat Equity shares.
Ý 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 LILY MUNDU
Date: 30.05.2024 Managing Director Executive Director
Place: New Delhi DIN: 10099333 DIN: 10118884
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