Delton Cables Ltd Directors Report.

To

THE MEMBERS,

Your Directors have pleasure in presenting the 55th Annual Report on the business and operations of the Company together

st

with the Audited Statement of Accounts for the year ended 31 March, 2020.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars 2019-20 2018-19
Revenue from operation 12,573.68 7,201.83
Other Income 287.41 173.62
Total Income 12,861.09 7,375.45
Total Expenditure 12,271.75 8,425.05
Profit / (Loss) Before Exceptional Item and Tax 589.34 (1,049.60)
Add : Exceptional Item (indicate nature) (29.02) 5,724.33
Profit/ (Loss) Before Tax 560.31 4,674.73
Less :Income Tax 92.46 989.92
Add :Deferred Tax (88.89) (1,361.79)
Less :Adjustment of taxes for earlier years (31.92) 8.62
Net Profit / (Loss) 588.67 5,037.98

PERFORMANCE REVIEW

During the year under review, the Company achieved Revenue from operations of Rs. 12,573.68 lacs as compared to Rs. 7,201.83 lacs in the previous financial year. Further, the Company earned profit of Rs. 588.67 lacs in the current year as against profit of Rs. 5,037.98 lacs in the previous financial year.

COVID-19 PANDEMIC AND ITS IMPACT

Towards the end of the Financial Year 2019-20, the COVID -19 Pandemic has heavily impacted the global economy which led to quarantines, lockdown and social distancing across the Country. The Ministry of Home Affairs, Government of India on March 24, 2020 notified the first-ever nationwide lockdown in India to contain COVID-19 Pandemic.

The COVID-19 pandemic is spreading fast across the country and is having unprecedented impact on people and economies worldwide. However, the Government started to lift the lockdown in phrases from beginning of May, 2020.

In view of the Pandemic, the Company took appropriate measures to ensure safety and well-being of employees. The office based employees were allowed to work from home by providing adequate digital and other assistance. However, the Company continuously monitors and reviews the impact of COVID -19 on the Company and takes appropriate measures, as necessary to scale up the operations.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations.

DIVIDEND

Due to the working capital requirements in the Company, the Board of Directors does not recommend any dividend for the financial year 2019-20. Also the Board proposes to reserve appropriate portion of profit for enhancing business.

SHARE CAPITAL

The paid up equity share capital as on 31st March, 2020 was Rs. 8,64,00,000/-. During the year under review, the Company has not altered its share capital.

FIXED DEPOSITS

During the year under review your Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company, during the year under review.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2019-20 and the date of the report.

AUDITORS

1. Statutory Auditors:

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rule, 2014 and other applicable provisions, if any (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the members at the Fifty Third (53rd) AGM held on 29th September, 2018 approved the appointment of M/s Bansal & Co, LLP, Chartered Accountants, New Delhi (Firm Reg. No. 001113N) as Statutory Auditors of the Company till the conclusion of the fifty seventh (57th) AGM.

There has been no qualification, reservation or adverse remark or disclaimer in their Report.

2. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mrs. Malavika Bansal, Practicing

Company Secretary as the Secretarial Auditor in their Board Meeting held on 29th October, 2019 to undertake the Secretarial Audit of the Company for the Financial Year ended on 31st March, 2020 due to resignation of M/s. Vaibhav Sharma & Associates, Practicing Company Secretaries. The Secretarial Audit Report is annexed as

Annexure I.

The Secretarial Audit Report for the financial year ended on 31st March, 2020 is self explanatory and does not require any comment thereon. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

3. Cost Record and Audit:

Pursuant to the provision of section 148 (1) of the Companies Act, 2013, the requirement for maintenance of Cost records and audit of cost records was not applicable to the Company for the Financial Year 2019-20.

Further the Statutory Auditor and Secretarial Auditors of the Company have not reported any Frauds to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 including rules made thereunder.

QUALITY POLICY / CERTIFICATION

Your Companys Mission is SUCCESS OF ITS CUSTOMERS. Your Company is always committed to provide good quality products consistently to its customers worldwide. Your Management on its part is also fully committed to further improve quality and provides all inputs and resources to achieve this goal.

Your company is certified for ISO9001:2008 in quality.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013

During the financial year 2019-20 your Company has not made any loan, guarantee and investment u/s186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year all Related Party Transactions were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There were no transactions during the year which would require to be reported in Form AOC.2

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and relevant Rules framed there under and the Articles of Association of the Company, Sh. Vijender Kumar Gupta (DIN: 00036210) who retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

The Board on the recommendations of Nomination and Remuneration Committee proposed the re-appointment of Sh. Vijender Kumar Gupta, as Chairman and Whole-time Director, liable to retire by rotation on the Board of the Company.

Further the Board on the recommendation of Nomination and Remuneration Committee proposed the appointment of Sh. Atul Aggarwal as the Additional Director (Non-Executive and Independent) on the Board w.e.f. 14.08.2020 as per section 161 of the Companies Act, 2013. Sh. Atul Aggarwal has given his consent and disclosure of non-disqualification to act as director of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactments thereof, for the time being in force) and the applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Sh. Manikant Rai was appointed as Chief Financial Officer (CFO) of the Company w.e.f. 06.01.2020 due to resignation of Sh. Sanjiv Aggarwal from post of CFO w.e.f. 10.07.2019.

Further Sh. Manikant Rai resigned from the said post on 22.06.2020 and the Board on recommendation of Nomination and Remuneration Committee and Audit Committee has appointed Sh. Arun Kamra at the post of CFO of the Company in their board meeting held on 27.06.2020.

Independent Directors

Sh. M. P. Mehrotra, Sh. Achintya Karati, Sh. Bharat Bhushan Chadha and Sh. Vijay Kumar Goel were appointed as an Independent Directors at the Forty Ninth (49th) Annual General Meeting (AGM) held on 30th September, 2014 for a period of five years. Further they were re-appointed for second term of five years at the Fifty Fourth (54th) AGM held on 30th September, 2019.

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Also, a declaration of Independence as per section 149(6) of the Companies Act, 2013 has been received from Sh. Atul Aggarwal to act as Independent Director of the Company.

Key Managerial Personnel

The details of Key Managerial Personnel (KMP) of the Company are as follows:

S. No. Name Designation Date of Appointment Date of Cessation
1 Sh. Vijender Kumar Gupta Chairman & Whole-time Director 30.09.2015
2 Sh. Vivek Gupta Managing Director & CEO 30.09.2015
3 Sh. Surender Singh Bhandari Whole Time Director 13.08.2015
4 Sh. Sanjiv Aggarwal Chief Financial Officer 27.03.2017 10.07.2019
5 Sh. Manikant Rai Chief Financial Officer 06.01.2020 22.06.2020
6 Sh. Arun Kamra Chief Financial Officer 27.06.2020
7 Sh. Vikas Rawat Company Secretary 13.11.2018

EVALUATION OF THE BOARDS PERFORMANCE

Pursuant to the applicable provisions of the Companies Act, 2013, rules & regulations made there under and SEBI (LODR) Regulations, 2015 an annual evaluation of performance of the Board, Chairman, Independent Directors, Non-executive Directors as well as the evaluation of the working of its Committees has carried out during the year under review.

The Nomination and Remuneration Committee formulated the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

COMPOSITION AND MEETINGS OF THE BOARD AND ITS COMMITTEES

During the Financial Year 2019-20, the Board met six times. The details on composition of the Board, committees, meeting held and related attendance are provided in Corporate Governance Report and form a part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of provisions of Section 177(9) of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, the Company has in place a whistle blower policy, details of which are provided in Corporate Governance Report.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management Employees. In compliance of the provisions of the Companies Act, 2013, rules & regulations made there under and SEBI (LODR) Regulations,

2015 the policy has been formulated by the Nomination and Remuneration Committee and approved by the Board. The Policy is given in the Annexure II.

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ETC.

The details of remuneration of Directors, employees and Key Managerial Personnel as required under Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached hereto as Annexure III.

The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. However in terms of the second proviso to Section 136 of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3), 134 (3) of the Companies Act, 2013, Rule 12(1) of The Companies (Management and Administration) Rules, 2014 and other rules & regulations made thereunder the extracts of Annual Return as prescribed in Form No. MGT-9 is attached hereto as Annexure IV. The same is also available on the website of the Company i.e. www.deltoncables.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed to this report as Annexure V.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review your Company had no Subsidiaries, Joint Venture or Associates.

INTERNAL CONTROL SYSTEM

The Company has adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to its operations, financial reporting and compliance with applicable laws and regulations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. This is further strengthened by the Internal Audit done concurrently. Besides, this Audit Committee of the Company is also being regularly appraised the Financial control system. The Company also continues its efforts to align all its processes and controls with best practices.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report as stipulated under Regulation of 17 to 27 & 46(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report, as required by Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The disclosure required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is given in Corporate Governance Report.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

During the year under review, the Company has complied with all applicable provisions of Secretarial Standards

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 134(3)(c) of the Companies Act, 2013 (the "Act") with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2020, 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 ended 31st March, 2020 and of the profit and loss of the company for the year ended on that date;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(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.

(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.

ACKNOWLEDGEMENT

The Directors would like to thank all the Shareholders, customers, dealers, suppliers, bankers, financial institutions and all the other business associates for their continued support to the Company and the confidence reposed in its Management. The Directors also thank the Government authorities for their understanding and co-operation. The Directors wish to record their sincere appreciation of the significant contribution made by the employees of the Company at all levels.

For & on behalf of the Board of Directors

Sd/-
V.K. GUPTA
CHAIRMAN
(DIN: 00036210)
Place: New Delhi
Dated: 14.08.2020