The Directors take pleasure in presenting the Thirty Seventh Annual Report of your
Company for the financial year ended 31st March, 2019.
The total income during the year under review including income from exceptional items
was द 144.76 lacs and pre-tax profit was द 67.54 lacs after providing for depreciation
of द 9,340. After tax the net profit was द 55.43 lacs. No amount has been transferred
to General Reserves.
The Board has recommended a final dividend of द 6.50 per equity share of द 10/-
each aggregating to approx. द223.32 lacs (including corporate dividend tax). The
recommendation is subject to the approval of shareholders at the Annual General Meeting.
The Company has neither taken any public deposits nor given any loans or guarantees nor
made investments nor entered into any related party transactions other than in the
ordinary course of business and on arms length basis.
During the year under review the Board suffered a major setback due to the sad demise
of its founder Director and Chairman, Dr. Gurpreet Singh and also of its Independent
Director Dr. Navin Kapur.
"Dr. Gurpreet Singh (22.11.1933 - 27.10.2018), a renowned industrialist of the
Country and an accomplished Electronics and Management professional, had promoted the
Company and had been a Director since its very inception. As a Founder Director he was
constantly involved in guiding the Company from its formative days.
Through his personal commitment to the highest standards of integrity, Dr. Gurpreet
Singh helped establish a strong sense of values and work culture. Always keeping the best
interests of the Company in mind, he motivated, inspired and mentored the Company and its
employees to perform at their best. His experience and wise counsel were invaluable in
taking the Company forward and win innumerable awards and accreditions.
Dr. Navin Kapur (07.08.1949 - 09.08.2018) was a highly qualified engineer and Ph.D in
Electrical Engineering from IIT (Delhi). He was appointed as an Independent Director of
the Company in the year 2010. With his immense knowledge and experience of over 34 years
in Industry and 9 years in Teaching, he provided invaluable advice and guidance in taking
the Company forward. As a friend, philosopher and guide Dr. Navin Kapur was very
understanding, sympathetic and helpful to everyone and was highly respected and loved by
all.
The Board of Directors places on record its great appreciation for the highest example
of leadership and integrity set by Dr. Gurpreet Singh and for his untiring efforts in
guiding the Company over the past 36 years and to Dr. Navin Kapur for his invaluable
contributions over the past 8 years.
The number of Independent Directors reduced to one due to the sad demise of Dr. Kapur
and the composition of committees was affected by this. The composition of the Board is
otherwise balanced and the Company has Key Managerial Personnels as required in a Listed
Company.
The composition of the Board and its three Committees have been as follows:
| Sr. No. |
Names |
Board |
Audit Committee |
Nomination and Remuneration Committee |
Stakeholders Relationship Committee |
| 1 |
Late Dr. Gurpreet Singh * |
Non-Executive Director |
- |
- |
- |
| 2 |
Mr. I nderdeep Singh |
Non-Executive D i rector |
- |
Member |
Chairman |
| 3 |
Mr. Kumar Sri nivasan |
Whole-time Director |
Member |
- |
Mem ber |
| 4 |
Late Dr. Navin Kapu r ** |
Independent Director |
Chairman |
Chairman |
- |
| 5 |
Mr. Swaraj Singh |
Independent Director |
Member |
Member |
- |
| 6 |
Ms. Rashmi Nag abhushan |
Non-Executive Director |
- |
- |
- |
*Date of demise 27.10.2018 ** Date of demise 09.08.2018
The Board met five times during the financial year on 26.05.2018, 21.07.2018,
04.09.2018, 5.11.2018 and 05.02.2019 and all the Directors attended the said meetings
except Late Dr. Gurpreet Singh who only attended the May meeting, and Late Dr. Navin Kapur
who attended the May and July meetings.
The Audit Committee also met five times during the financial year on the above Board
Meeting dates and the meetings were attended by the members and Late Dr. Navin Kapur
attended the May and July meetings. The composition was affected for part of the year due
to the sad demise of Dr. Navin Kapur.
The Nomination and Remuneration Committee met once during the financial year on
21.07.2018 attended by all the members.
The Stakeholders Relationship Committee met once during the financial year on
05.11.2018 and both the members attended the said meeting. The Company did not receive any
shareholder grievances during the year.
The Corporate Governance Clauses of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 are not applicable to the Company.
The Company has received declaration from the Independent Director that he meets the
criteria of independence laid down in Section 149(6) of the Companies Act, 2013.
Formal evaluation of all the Directors, the Board as a whole and the Committees were
conducted and were found satisfactory.
The Company has a Vigil Mechanism / Whistle Blower Policy in place for the prevention
of unethical behaviour, fraud and violation of Companys Code. The Audit Committee
oversees its functioning.
The Nomination and Remuneration Policy adopted by the Company has been posted on the
Companys website and is re-produced hereunder:
• The appointments, qualification, disqualification, tenure, termination,
evaluation, remuneration including commission, if any, and revision thereof for Directors
including Independent Directors, Key Managerial Personnel and Senior Management Personnel
shall be governed by the Companies Act, 2013 and Rules framed there under and also by any
other applicable statute.
• The remuneration shall be sufficient to attract, retain and motivate Directors
and personnel at all levels.
The Company has a policy for prevention of Sexual Harassment of Women at workplace and
no complaint of harassment was received during the year under review.
M/s Alankit Assignments Limited is the Companys Registrar and Share Transfer Agent.
The Companys ISIN for its equity shares is INE272R01011.
Disclosures under Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
i Except the Whole-time Director (WTD), none of the other Directors receive any
remuneration apart from Directors sitting fee. The ratio of WTDs salary to the median
employees remuneration is approx 2.5 : 1
ii During the financial year, there was approximately 9.50% increase in the respective
remunerations of the Chief Financial Officer, Company Secretary and One senior management
employee
iii There are four permanent employees on the rolls of the Company.
The Annual Return will be placed on www.deltronlimited.in
.
Disclosures under Rule 5(2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
The Company has not paid any remuneration attracting the provisions of the above Rule.
Hence, no information is appended to this report.
Directors Responsibility Statement
The Directors confirm that:
i In preparation of the annual accounts for the financial year ended 31st March, 2019
the applicable accounting standards have been followed.
ii Appropriate accounting policies have been applied consistently and reasonable and
prudent judgments and estimates were made 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.
iii. 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 Companys assets and for preventing other irregularities.
iv. The accounts have been prepared on a going concern basis.
v. The internal financial controls followed by the Company are adequate and are
operating effectively.
vi. Proper and adequate systems have been devised to ensure compliance with provisions
of all applicable laws and such systems are operating effectively.
Auditors and Reports
M/s V K Verma & Co., Statutory Auditors of the Company will continue as Statutory
Auditors till 2022.
The Secretarial Audit Report from M/s P.S. Soni & Co., Practicing Company
Secretaries, for the financial year 2018-19 forms part of the Annual Report as Annexure I
to the Boards Report. The Board has re-appointed them for the financial year 2019-20.
M/s K.S Bawa & Associates, Chartered Accountants, Internal Auditors for the
financial year 2018-19, have been re-appointed for the financial year 2019-20.
There are no disqualifications, reservations or adverse remarks or disclaimers in the
reports of the aforesaid Auditors for the financial year 2018-19.
Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earning
and Outgo
During the year :-
i. The Company has no manufacturing activity. The consumption of electricity continues
to be minimal and adequate measures are taken to conserve power and energy.
ii. The Company has not purchased or acquired any new technology.
iii. The Company has not undertaken any new Research & Development activities.
iv. There was no foreign exchange expenditure or earnings.
The Directors place on record their sincere appreciation to the Shareholders,
Associates, Bankers, Customers, Vendors, Officers and Staff of the Company and seek their
continued cooperation and support for the coming years also.
|
for and on behalf of the Board of Directors |
|
|
|
Deltron Limited |
| Date: 27-05-2019 |
Kumar Srinivasan |
Inderdeep Singh |
| Place: New Delhi |
Whole-time Director |
Director |
+91-9892691696
