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Deltron Ltd.

BSE: 504256 Sector: Engineering
NSE: N.A. ISIN Code: N.A.
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Deltron Ltd. (DELTRON) - Director Report

Company director report

The Directors take pleasure in presenting the Thirty Fourth Annual Report of yourCompany for the financial year ended 31 st March 2016.

The total income during the year under review was Rs.137.1 lacs and pre-tax profit wasRs.37.9 lacs after providing for depreciation of Rs.0.12 lacs. A provision of Rs.7.25 lacshas been made for taxation in the current year. After adjusting for deferred tax the netprofit was Rs.31 .Olacs. No amount has been transferred to General Reserves.

In view of the increased financial burden imposed by statutory compliances under theCompanies Act 2013 and Listing Agreement the Directors do not recommend payment ofDividend for the year ended 31s' March 2016.

The growth in many developing countries has shown a downward trend and growth outlookremains subdued. The Asian Development Bank projects the growth of the Indian economy todip marginally in FY2016 due to stressed corporate balance sheets and declining exports.Given these circumstances the Company expects continuing challenges through the year.

The Company has neither taken any public deposits nor given any loans or guarantees normade investments nor entered into any related party transactions other than in theordinary course of business and on arm's length basis.

The Company has a balanced composition of Directors on its Board and Key ManagerialPersonnel as prescribed.

Except for the re-appointment of Mr. Kumar Srinivasan as Whole-time Director andconfirmation of Ms. Rashmi Nagabhushan as Director there were no changes in the Board'scomposition during the year.

The composition of the Board and its three Committees are as follows:

Sr. No. Composition of the Board Board Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee
1 Dr. Gurpreet Singh Non-Executive Director - -
2 Mr. Inderdeep Singh Non-Executive Director - Member Chairman
'3 Mr. Kumar Srinivasan Whole-time Director Member Member
4 Dr. Navin Kapur Independent Director Chairman Chairman -
5 Mr. Swaraj Singh Independent Director Member Member -
6 Ms. Rashmi Nagabhushan Non-Executive Director - - -

The Board met four times during the financial year on 23.05.2015 30.07.201503.11.2015 and 30.01.2016 and all the Directors attended the said meetings with theexception of Ms. Rashmi Nagabhushan who sought leave of absence from attending theMeeting held on 30.01.2016

The Audit Committee met four times during the financial year on 23.05.2015 30.07.201503.11.2015 and 30.01.2016 and all the members attended the said meetings.

The Nomination and Remuneration Committee met once during the financial year on30.07.2015 and all the members attended the said - meeting.

The Stakeholders Relationship Committee met once during the financial year on23.12.2015 and both the members attended the said meeting. The Company did not receive anyshareholder grievances during the year.

The Corporate Governance Clauses of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 are not applicable to the Company.

The Company has received declarations from the Independent Directors that they meet thecriteria 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 wasconducted and was found satisfactory.

The Company has a Vigil Mechanism / Whistle Blower Policy in place for the preventionof unethical behaviour fraud and violation of Company's Code. The Audit Committeeoversees its functioning.

The Nomination and Remuneration Policy adopted by the Company has been posted on theCompany's website and is re-produced hereunder:

The appointments qualification disqualification tenure terminationevaluation remuneration including commission if any and revision thereof of Directorsincluding Independent Directors Key Managerial Personnel and Senior Management Personnelshall be governed by the Companies Act 2013 and Rules framed there under and also by anyother applicable statute.

The remuneration shall be sufficient to attract retain and motivateDirectors and personnel at all levels.

Sexual Harassment of Women at workplace and no complaint of harassment was received.

M/s Alankit Assignments Limited is the Company's Registrar and Share Transfer Agent.The Company's ISIN for its equity shares is INE272R01011.

Disclosures under Rule 5( 1) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules. 2014.

• Excepting the Whole-time Director (WTD) none of the other Directors receive anyremuneration apart from Directors' sitting fee. The ratio of WTD's salary to the medianemployees remuneration is approx 2.7:1.

• There was 38.38% increase in the WTD's remuneration and 10.22% increase inCompany Secretary's remuneration.

• There was 7.19% increase in the remuneration of one employee in the financialyear.

• There are four permanent employees on the rolls of the Company.

The details of remuneration of Directors and KMP forms part of the Extract of theAnnual Return in Form MGT 9 attached to this Report as Annexure I.

Disclosures under Rule 512) of Companies (Appointment and Remuneration ofManaoerial 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:

b In preparation of the annual accounts for the financial year ended 31s1March 2016 the applicable accounting standards have been followed.

ii. Appropriate accounting policies have been applied consistently and reasonable andprudent judgments and estimates were made so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit and loss ofthe Company for that period.

iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the Company's 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 areoperating effectively.

vi. Proper and adequate systems have been devised to ensure compliance with provisionsof all applicable laws and such systems are operating effectively.

Auditors and Reports

M/s. Raghu Nath Rai & Co. Chartered Accountants retire at the ensuing AnnualGeneral Meeting. They have furnished a certificate to the effect that the proposedre-appointment if made will be in accordance with the applicable provisions of theCompanies Act 2013.

The Secretarial Audit Report from M/s P.S. Soni & Co. Practicing CompanySecretaries for the financial year 2015-16 forms part of the Annual Report as Annexure IIto the Board's Report. The Board has re-appointed them for the financial year 2016-17.

M/s K.S Bawa & Associates Chartered Accountants Internal Auditors for thefinancial year 2015-16 have been re-appointed for the financial year 2016-17.

There are no disqualifications reservations or adverse remarks or disclaimers in thereports of the aforesaid Auditors for the financial year2015-16.

Report on Conservation of Energy Technology Absorption and Foreign Exchange Earningand Outgo.

During the year:-

i. The Company did not carry out any manufacturing activity. The consumption ofelectricity continues to be minimal and adequate measures are taken to conserve power andenergy.

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 expenditures or earnings.

The Directors place on record their sincere appreciation to the ShareholdersAssociates Bankers Customers Vendors Officers and Staff of the Company and seek theircontinued cooperation and support for the coming years also.

For and on behalf of the Board of Directors

Deltron Limited
Date: 26-07-2016 Kumar Srinivasan Inderdeep Singh
Place: New Delhi Whole-time Director Director

Remuneration to other Directors :

In Rs.

1. Independent Directors

Name of Independent Director Sitting Fees Profit Commission Total
Dr. Navin Kapur 27000 0.00 27000
Mr. Swaraj Singh 27000- 0.00 27000
Total 54000 0.00 54000
2. Other Non-Executive Directors
Name of Non-Executive Director Sitting Fees Profit Commission Total
Dr. Gurpreet Singh 12000 0.00 12000
Mr. Inderdeep Singh 14000 0.00 14000
Ms. Rashmi Nagabhushan 9000 - 9000
Total 35000 0.00 35000
Total Remuneration paid to Independent and Other Non-Executive Directors 89000 0 89000
Overall Ceiling as per the Act per meeting 100000 NA

VII. Penalties / Punishment/ Compounding of Offences against Company Directors andother Officers in default: None