Delton Cables Ltd.

To

THE MEMBERS

Your Directors have pleasure in presenting the 52nd Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2017.

FINANCIAL RESULTS

(Rs. in Lacs)

PERFORMANCE REVIEW

The Financial Year 2016-17 continued to be another crucial year for the Company withchallenging business environment. Your company achieved a turnover of Rs. 11882.17 Lacs asagainst Rs. 10319.48 lacs during the previous financial year. During the year under reviewthe company has suffered net loss of Rs. 713.27 lacs.

TRANSFER TO RESERVES

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

DIVIDEND

In view of loss incurred by the Company during the current financial year yourdirectors do not recommend any dividend for the year financial year ending on 31st March2017.

SHARE CAPITAL

The paid up equity share capital as on March 31 2017 was Rs. 86400000/-. During theyear 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 themeaning of Sections 73 to 76 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

1. Statutory Auditors:

M/s S. R. Dinodia & Co. LLP Chartered Accountants New Delhi (Firm Reg. No.001478N/N500005) have been the Auditors of the Company and have completed a term of tenyears. Their term as auditors is up to the conclusion of the forthcoming AGM. Inaccordance with the provisions of Section 139 of the Companies Act 2013 M/s B.R. Gupta& Co. Chartered Accountants New Delhi (Firm Reg. No. 008352N) are proposed to beappointed as statutory auditors of the Company for a period of 5 years commencing from theconclusion of this AGM till the conclusion of the 57th AGM of the Company to be held in2022 subject to ratification of their appointment at every AGM if so required under theAct. M/s B.R. Gupta & Co. Chartered Accountants have consented to their appointmentas Statutory Auditors and have confirmed that their appointment if made will be inaccordance with Section 139 read with Section 141 of the Act. Members are requested toapprove the appointment of M/s B.R. Gupta & Co. Chartered

Accountants and authorize the Board of Directors to fix their remuneration.

2. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. Vaibhav Sharma & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the financial year ended on 31st March2017. The Secretarial Audit Report is annexed as Annexure I.

The Auditors’ Report and the Secretarial Audit Report for the financial year endedon 31st March 2017 do not contain any qualification reservation adverse remark ordisclaimer.

QUALITY POLICY / CERTIFICATION

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

Your company is certified for ISO 9001:2008 in quality.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

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

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

During the financial year 2016-17 your Company has not made any loan guarantee andinvestment under section 186 of the companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year all Related Party Transactions were on an arm’s lengthbasis in the ordinary course of business and were in compliance with the applicableprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

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

DIRECTORS

In accordance with the provisions of the Companies Act 2013 and relevant Rules framedthere under and the Articles of Association of the Company Sh. Vijender Kumar Gupta (DIN:00036210) retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. The Board recommends his reappointment as Chairman andWhole Time Director on the Board of Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company viz. Sh. Mahesh Prasad Mehrotra (DIN00016768) Sh. Achintya Karati (DIN 00024412) Sh. Bharat Bhushan Chadha (DIN 00298713)and Sh. Vijay Kumar Goel (DIN 00075317) have individually and severally submitted adeclaration pursuant to Section 149(7) of the Companies Act 2013 affirming compliance tothe criteria of Independence as laid down under Section 149(6) of the Companies Act 2013and other applicable rules & regulations made there under. Based on the declarationsof Independent Directors the Board of Directors recorded its opinion that all IndependentDirectors are independent of the Management and have fulfilled the conditions as specifiedin the Companies Act 2013 rules made there under.

EVALUATION OF THE BOARD’S PERFORMANCE

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

The Nomination and Remuneration Committee formulated the evaluation criteria procedureand time schedule for the Performance Evaluation process for the Board its Committees andDirectors. The performance evaluation of the Independent Directors was carried out by theentire Board excluding the Director being evaluated. The performance evaluation of theChairman and the Non Independent Directors was carried out by the Independent Directorswho also reviewed the performance of the Board as a whole. The NRC also reviewed theperformance of the Board its Committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis asappropriate. Significant highlights learning action points with respect to the evaluationwere presented to the Board.

KEY MANAGERIAL PERSONNEL

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

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2016-17 six meetings of the Board of Directors were held onMay 29 2016 August 11 2016 September 30 2016 November 13 2016 February 14 2017and March 27 2017. The maximum time-gap between any two consecutive meetings did notexceed One Hundred Twenty Days.

AUDIT COMMITTEE

The Audit Committee of the Company is duly constituted in accordance with provisions ofSection 177 of the Companies Act 2013 ("the Act"). During the Financial Year2016-17 five meetings of the Audit Committee were held on May 29 2016 August 11 2016November 13 2016 February 14 2017 and March 27 2017. The maximum time-gap between anytwo consecutive meetings did not exceed One Hundred Twenty Days.

The composition of the Audit Committee and the details of Meetings attended by theDirectors during the year are given below:

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is duly constituted inaccordance with provisions of Section 178 of the Companies Act 2013 ("theAct"). During the Financial Year 2016-17 one meeting of the Nomination &Remuneration Committee was held on March 27 2017. The composition of the Nomination &Remuneration Committee and the details of Meetings attended by the Directors during theyear are given below:

SHARE TRANSFER COMMITTEE

During the Financial Year 2016-17 Twenty Two meetings of the Share Transfer Committeewere held on 08.04.2016 19.04.2016 28.04.2016 12.05.2016 08.06.2016 26.06.201630.06.2016 18.07.2016 30.07.2016 02.08.2016 22.08.2016 20.09.2016 23.09.201622.10.2016 27.10.2016 07.11.2016 23.11.2016 28.11.2016 10.01.2017 25.01.201709.02.2017 and 17.03.2017.

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the Financial Year 2016-17 no investor complaints were received and thereforeno meeting of the Stakeholders Relationship Committee was held. The composition of theStakeholders Relationship Committee is given below:

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) of the Companies Act 2013 the Companyhas implemented a vigil mechanism named Whistle Blower Policy to deal enable the Directorsand employees Directors and employees to report their concerns about unethical behaviouractual or suspected fraud or violation of the Company’s Code of Conduct or ethicspolicy. The Policy provides for adequate safeguards against victimization of employees whoavail of the mechanism and also provides for direct access to the Chairperson of the AuditCommittee. It is affirmed that no personnel of the Company has been denied access to theAudit Committee. The detailed policy is also placed on the website of the Company.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors Key Managerial Personnel andSenior Management Employees. In compliance of the provisions of the Companies Act 2013rules & regulations made there under and SEBI (LODR) Regulations 2015 the policy hasbeen 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 asrequired under Section 197(12) read with Rule 5(1) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached hereto as AnnexureIII.

The information required under Rule 5(2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure forming partof the Report. However in terms of the first proviso to Section 136 of the Act the Reportand

Accounts are being sent to the Shareholders excluding the aforesaid Annexure. AnyShareholder interested in obtaining the same may write to the Company Secretary at theRegistered Office of the Company None of the employees listed in the said Annexure isrelated 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 TheCompanies (Management and Administration) Rules 2014 and other rules & regulationsmade thereunder the extracts of Annual Return as prescribed in Form No. MGT-9 is attachedhereto as Annexure IV.

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 ofthe Companies (Accounts) Rules 2014 the information on Conservation of Energy TechnologyAbsorption 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 orAssociates.

NON-APPLICABILITY OF CORPORATE GOVERNANCE REPORT OF SEBI (LODR) REGULATIONS 2015

In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate Governance Report is not applicable to the company.

OPPORTUNITY & THREATS RISK & CONCERNS

Cable and wire industry has established itself as one of the backbones of moderninformation age. The increasing importance for power light and communication has keptdemand high for wire and cable. This trend will continue as demand for reliable efficientenergy and data communications will strengthen the wire and cable industry. With stronginvestments proposed across sectors such as power realty industrial and telecom thecable industry in India is slated for a strong growth going forward. Apart from the aboveGovernment impetus in refineries ports airport modernization power and fertilizers willoffer a boost to the wire and cable industry as almost all manufacturing companies needcables. Robust industrialization and growing urbanization are also one of the importantdrivers identified. Auto sector and railways are the other important sectors consumingwires and cables on a large scale. Additionally growth will be fuelled by urbanization ascables and wires will be required in buildings and offices.

The success of the Company is dependent on how it manages the risk inherent to thebusiness. Your Company operates in an environment which is highly dependent oncommodities. Additionally the Company operates in highly competitive segments which arewidely affected by the currency rates and changes in the Government policies.

Your Company is fully aware of these challenges and is geared to meet them. YourCompany also recognizes the risks associated with business and takes adequate measures toaddress the associated risks and concerns.

The Company has laid down a well-defined risk management mechanism covering the riskmapping & trend analysis risk exposure potential impact and risk mitigation process.A detailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and non-business risks. The management periodically reviews the risk andsuggests steps to be taken to control and mitigate the same through a properly definedframework. In line with the new regulatory requirements the Company has formally framed aRisk Management Policy to identify and assess the key risk areas to monitor and reportcompliance and effectiveness of the policy and . procedure.

SEGMENT-WISE PERFORMANCE Switchgears:

The Company strengthened its switchgear range and manufactures a wide range indistribution board category extending flexibility for consumers to choose from a widerange of Distribution board matching with their living room dcor.

During the year under review the Company achieves a turnover of Rs. 5.86 Cr. in thissegment as compared to Rs. 7.54 Cr. in previous year.

Cables and Wires:

Cables and wires registered strong volume growth. Industrial Cable grew owing toincrease in infrastructure projects by Government Industrial Capex power infrastructurein the country. Company is looking forward to tap the growth opportunities by way ofentering into newer range of cables During the year under review the Company achieves aturnover of Rs. 105.25 Cr. in this segment as compared to Rs. 90.14 Cr. in previous year.

INDUSTRY STRUCTURE OUTLOOK & DEVELOPMENTS

Wires and cables market in India is highly fragmented with the presence a large numberof enterprises. The organized sector manufactures high voltage durable cables whereas theunorganized sector mainly captures the low voltage market where products are mainlyseparated on the basis of the price. Cable industry growth and revenue is dependent onmany sectors like telecommunication automotive railway real estate and InfrastructureSector etc. India’s organized wire and cable market is dominated by few major playersamongst your Company gulping a large share of organized market for wires and cables. Theintensifying competition in the industry has put increasing pressures on all of players tomaintain their market shares and your Company has been continuously working to increasethe market share by introducing new various types of cables in addition to enhancing thevisibility of its existing brands. The wires and cables market is presently at its growingstage in our country and is expected to be capturing a significant share in the electricalequipment industry in the upcoming years.

INTERNAL CONTROL SYSTEM

The Company has adequate internal control procedures commensurate with the size of thecompany and the nature of its business with regard to its operations financial reportingand compliance with applicable laws and regulations. The internal control systems aredesigned to ensure that the financial and other records are reliable for the preparationof financial statements and for maintaining assets. This is further strengthened by theInternal Audit done concurrently. Besides this Audit Committee of the Company is alsobeing regularly appraised the Financial control system. The Company also continues itsefforts to align all its processes and controls with best practices.

HUMAN RESOURCES

The Company firmly believes that the human capital built up by it over the years is itsmost valuable asset and key resource of the Company.

All efforts are made to empower them continuously through greater knowledge teamspirit and developing greater sense of responsibility. The Company has steadily built uphuman resources and trained them well to take on enlarged operations so as to takeadvantage of the opportunities thrown open by the market.

The Company has reinforced the capabilities of its workforce through the launch ofnumerous in-house training programmes and job-specific training throughout the year andhas also taken initiates for health and safety of employees and imparted machine safetytraining. The Company recognizes the importance of human resources in realising its growthambitions and believes in nurturing talent within the organization to take up leadershippositions. During the year the Company had cordial relations with workers staff andofficers.

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 are already dealtwith in various sections of this Report.

LISTING OF SHARES

Your company’s shares are listed at BSE Ltd. The listing fee in respect thereoffor the year 2017-18 has already been paid to the Stock Exchanges.

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 herebyconfirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31 March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year ended 31March 2017 and of the profit and loss of the company for the year ended on that date;

(c) the Directors have taken proper and maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the company andfor 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 theCompany and that such internal financial controls are adequate and are operatingeffectively.

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors would like to thank all the Shareholders customers dealers suppliersbankers financial institutions and all the other business associates for their continuedsupport to the Company and the confidence reposed in its Management. The Directors alsothank the Government authorities for their understanding and co-operation.

The Directors wish to record their sincere appreciation of the significant contributionmade by the employees of the Company at all levels.