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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 Fifth Annual Report of yourCompany for the financial year ended 31st March 2017.

The total income during the year under review was Rs.100.76 lacs and pre-tax profit wasRs.5.08 lacs after providing for depreciation of Rs.0.12 lacs. A provision of Rs.1.05 lacshas been made for taxation in the current year. After adjusting for deferred tax the netprofit was Rs.4.4 lacs. 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 31st March 2017.

Global Industrial activity and trade have been lackluster and productivity growth inmost advanced economies remained sluggish. On the domestic front growth rate of theeconomy is expected to be marginally better in 2017-18 but it is still recovering fromthe short term effects of demonetization and is now faced with new challenges with theonset of the new GST regime. Given these circumstances the Company expects continuingchallenges and increased compliance burden 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. There were no changes in the Board's composition during the year.

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

Sr

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 27.05.2016 26.07.201629.10.2016 and 06.02.2017 and all the Directors attended the said meetings except Dr.Gurpreet Singh who attended only one meeting.

The Audit Committee met four times during the financial year on 27.05.2016 26.07.201629.10.2016 and 06.02.2017 attended by all the members.

The Nomination and Remuneration Committee met once during the financial year on26.07.2016 attended by all the members.

The Stakeholders Relationship Committee met once during the financial year on29.10.2016 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 wereconducted and were 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 for 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 motivate Directorsand personnel at all levels.

The Company has a policy for prevention of Sexual Harassment of Women at workplace andno complaint of harassment was received during the year under review.

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 2.5 : 1.

• There was 9.40% increase in the CFO's remuneration and 9.27% increase in theCompany Secretary's remuneration.

• There was 6.89% 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 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) 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 31stMarch 2017 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 and as per the Auditors' rotation provisions of the Companies Act 2013they will not be eligible for re-appointment as Statutory Auditors. The Board recommendsappointment of M/s V.K. Verma & Co. as Statutory Auditors of the Company. They havefurnished a certificate to the effect that the proposed appointment if made will be inaccordance with the applicable provisions of the Companies Act 2013.

The Secretarial Audit Report from M/s P.S. Soni & Co. Practicing CompanySecretaries for the financial year 2016-17 forms part of the Annual Report as AnnexureII to the Board's Report. The Board has re-appointed them for the financial year2017-18.

M/s K.S Bawa & Associates Chartered Accountants Internal Auditors for thefinancial year 2016-17 have been re-appointed for the financial year 2017-18.

There are no disqualifications reservations or adverse remarks or disclaimers in thereports of the aforesaid Auditors for the financial year 2016-17.

Report on Conservation of Energy Technology Absorption and Foreign Exchange Earningand Outgo During the year :-

i The Company has no manufacturing activity. The consumption of electricity continuesto 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 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: 08-07-2017 Kumar Srinivasan Inderdeep Singh
Place: New Delhi Whole-time Director Director