Your Directors have pleasure in presenting the 56th Annual Report on the business andoperations of Delton Cables Limited ("the Company") together with the AuditedFinancial Statement for the financial year ended on March 31 2021
(Rs. in Lacs)
|Particulars ||2020-21 ||2019-20 |
|Revenue from operation ||12316.30 ||12573.68 |
|Other Income ||154.11 ||287.41 |
|Total Income ||12470.41 ||12861.09 |
|Total Expenditure ||12347.49 ||12271.75 |
|Profit / (Loss) Before Exceptional Item and Tax ||122.92 ||589.34 |
|Add : Exceptional Item (indicate nature) ||7.09 ||(29.02) |
|Profit/ (Loss) Before Tax ||130.01 ||560.32 |
|Less :Income Tax ||22.56 ||92.46 |
|Add :Deferred Tax ||46.63 ||(88.89) |
|Less :Adjustment of taxes for earlier years ||(1.51) ||(31.92) |
|Net Profit / (Loss) ||62.32 ||588.67 |
During the year under review the Company achieved Revenue from operations of Rs.12316.30 lacs as compared to Rs. 12573.68 lacs in the previous financial year. Furtherthe Company has earned profit of Rs.62.32 lacs in the current financial year as againstprofit of Rs. 588.67 lacs in the previous financial year.
COVID-19 PANDEMIC AND ITS IMPACT
Financial Year 2020-21 was an unprecedented year with outbreak of the Covid-19 pandemicaround the world and had brought economies across the globe to a complete standstill formost part of the year. In almost all the countries manufacturing and other businessactivities were halted especially during first half of the year due to various lockdownmeasures implemented in part or full.
The COVID-19 pandemic has emerged as a global challenge creating disruption across theworld. The nationwide lockdowns to curtail the transmission of disease had put the globaleconomy in extreme stress of the level not seen since the Great Depression and would havea long-lasting economic impact. The dynamic and evolving nature of the pandemic with itsresurgence (second wave) at the close of the year once again creates uncertaintyincluding economic impact.
The Company after giving priority to the health and safety of its employees and workerswas successful in overcoming all unprecedented challenges. The Company is thankful andacknowledges the contribution of its employees and workers to make it possible to run thebusiness nearing to normalcy.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the General Reserve out of theamount available for appropriations.
Due to the working capital requirements in the Company the Board of Directors does notrecommend any dividend for the financial year 2020-21. Also the Board proposes to reserveappropriate portion of profit for enhancing business.
The paid up equity share capital as on 31st March 2021 was Rs. 86400000/-. Duringthe year under review the Company has not altered its share capital.
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.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there has been no change in the nature of business of theCompany.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year 2020-21 and the date ofthe report.
1. Statutory Auditors:
Pursuant to the provisions of section 139 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 and other applicable provisions if any(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce) the members at the Fifty Third (53rd) AGM held on 29th September 2018 approvedthe 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 noqualification 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 andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed Mrs. Malavika Bansal Practicing
Company Secretary (COP: 9159) as the Secretarial Auditor in their Meeting held on 27thJune 2020 to undertake the Secretarial Audit of the Company for the Financial Year endedon 31st March 2021. The Secretarial Audit Report is annexed as Annexure I.
The Secretarial Audit Report for the financial year ended on 31st March 2021 does notcontain any qualification reservation adverse remark or disclaimer.
3. Cost Record and Audit:
Pursuant to the provision of Section 148 of the Companies Act 2013 and the rules ®ulations made there under
(including any statutory modification(s) or re-enactment(s) thereof for the time beingin force) the Company is required to appoint Cost Auditor to conduct the cost audit forthe Financial Year 2020-21.
Accordingly the Board of Directors of the Company has appointed M/s. J. Chandra &Associates Cost Accountants (Firm Registration no. 000384) as Cost Auditor of theCompany to conduct the audit of the cost records of the
Company for the financial year 2020-21 under Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014. The Board has duly examined the Reportissued by the Cost Auditors of the Company on the Cost Accounts for the financial yearended on March 31 2021. The Report doesn't contain any qualification reservation oradverse remark.
QUALITY POLICY / CERTIFICATION
Your Company's Mission is SUCCESS OF ITS CUSTOMERS'. Your Company is alwayscommitted to provide good quality products consistently to its customers worldwide. YourManagement on its part is also fully committed to further improve quality and provides allinputs 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 orders No significanthave been passed by the
Regulators or Courts or Tribunals which would impact the going concern status of theCompany and its future operations.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013
During the financial year 2020-21 your Company has not made any loan guarantee andinvestment 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 arm's length basisin the ordinary course of business and were in compliance with the applicable provisionsof 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 FormAOC-2.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year the Board of Directors of the Company has appointed Mr. Atul Aggarwal(DIN:00125825) as an Additional Director designated as an Independent Director of theCompany for a period of 5 (Five) consecutive years from August 14 2020. Appointment ofMr. Atul Aggarwal as an Independent Director of the Company was subsequently approved bythe Shareholders of the Company in the Annual General Meeting ("AGM") onSeptember 30 2020.
In the opinion of the Board Mr. Atul Aggarwal carries rich experience in Finance andMarketing and it is expected that the
Company would be immensely benefitedfrom the rich experience of Mr. Atul Aggarwal.
Mr. Bharat Bhushan Chadha had resigned from the position of Non- Executive IndependentDirector on October 08 2020. The Board placed on record its appreciation for the valuablecontribution made by him during his tenure as Independent Director of the Company.
Mr. Surender Singh Bhandari had resigned from the position of Whole-time director onAugust 09 2021. The Board placed on record its appreciation for the valuable contributionmade by him during his tenure as Whole-time director of the Company. Further the Board onthe recommendation of Nomination and Remuneration Committee proposed the appointment ofMr. Shashi Kumar Sharma (DIN:08485614) as an Additional Director designated asWhole time Director on the Board w.e.f. 11.08.2021 subject to the approval ofshareholders as per Section 161 of the Companies Act 2013. Mr. Shashi Kumar Sharma hasgiven his consent and disclosure of non-disqualification to act as Whole time director ofthe Company.
In accordance with the provisions of the Companies Act 2013 and relevant Rules framedthere under and the Articles of Association of the Company Mr. Vivek Gupta (DIN:00035916) who retires by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for re-appointment.
The Board on the recommendations of Nomination and Remuneration Committee proposed there-appointment of Mr. Vivek Gupta as Managing director liable to retire by rotation onthe Board of the Company.
Pursuant to the provisions of Section 203 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification(s) or re-enactment(s) thereof for the time being in force) andthe applicable provisions of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 Mr. Arun Kamra was appointed as a Chief
Financial Officer (CFO) of the Company w.e.f. 27.06.2020 due to resignation of Mr.Manikant Rai from the post of CFO w.e.f. 22.06.2020.
The Independent Directors have submitted a declaration of independence stating thatthey meet the criteria of independence provided under section 149(6) of the Act asamended and regulation 16 of the and Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The Independent Directors havealso confirmed compliance with the provisions of Rule 6 of Companies (Appointment andQualifications of Directors) Rules 2014 as amended relating to inclusion of their namein the databank of independent directors.
The Board took on record the declaration and confirmation submitted by the IndependentDirectors regarding meeting the prescribed criteria of independence after undertaking dueassessment of the veracity of the same in terms of the requirements of regulation 25 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Key Managerial Personnel
The details of Key Managerial Personnel (KMP) of the Company are as follows:
|Name ||Designation ||Date of Appointment/ Re-appointment ||Date of Cessation |
|1 Mr. Vijender Kumar Gupta ||Chairman & Whole- time Director ||13.08.2020 || |
|2 Mr. Vivek Gupta ||Managing Director & CEO ||01.08.2020 || |
|3 Mr. Surender Singh Bhandari ||Whole Time Director ||10.08.2018 ||09.08.2021 |
|4 Mr. Arun Kamra ||Chief Financial Officer ||27.06.2020 || |
|5 Mr. Vikas Rawat ||Company Secretary ||13.11.2018 || |
EVALUATION OF THE BOARD'S PERFORMANCE
Pursuant to the applicable provisions of the Companies Act 2013 rules ®ulations 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 criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and Directors.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole. The Nomination and RemunerationCommittee 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 asappropriate. Significant highlights learning and action points with respect to theevaluation were presented to the Board.
COMPOSITION AND MEETINGS OF THE BOARD AND ITS COMMITTEES
During the Financial Year 2020-21 the Board met five times. The details on compositionof the Board committees meeting held and related attendance are provided in CorporateGovernance 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 withRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has in place a whistle blower policy details of which are provided inCorporate Governance Report. The Vigil Mechanism and Whistle Blower Policy may be accessedon the Company's website at www.deltoncables.com.
During the year under review no protected disclosure concerning any reportable matterin accordance with the Vigil Mechanism and Whistle Blower Policy of the Company wasreceived by the Company.
The company follows a policy on remuneration of Directors Key Managerial Personnel andSenior Management Employees. Pursuant to the Section 178 of the Companies Act 2013 readwith the Companies (Meetings of Board and its Powers) Rules 2014 and rules ®ulations made there under and SEBI (LODR) Regulations 2015 the policy has beenformulated by the Nomination and Remuneration Committee and approved by the Board. ThePolicy 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 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is to be provided in the Report. Howeverin terms of the second proviso to Section 136 of the Act the Report and Accounts arebeing sent to the Shareholders excluding the aforesaid Annexure. Any Shareholderinterested in obtaining the same may write to the Company Secretary at the RegisteredOffice of the Company.
None of the employees listed in the said Annexure is related to any Director of theCompany.
EXTRACT OF ANNUAL RETURN
A copy of the annual return as provided under Section 92(3) and Section 134(3) (a) ofthe Act in the prescribed form which will be filed with the Registrar of Companies/ MCAis hosted on the Company's website and can be accessed at 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 theCompanies (Accounts) Rules 2014 the information on Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo are annexed to this report as AnnexureIV.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
During the year under review your Company had no Subsidiaries Joint Venture orAssociates.
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 financialand other records are reliable for the preparation offinancial 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.
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 thisreport.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ("POSH Act") and Rules made thereunderthe Company has formed Internal Committee for its work places to address the complaintspertaining to sexual harassment in accordance with the POSH Act.
The disclosure required under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 is given in Corporate Governance Report.
COMPLIANCE WITH THE SECRETRIAL STANDARDS
During the year under review the Company has complied with all applicable provisionsof Secretarial Standards
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to section 135 of the Companies Act 2013 every company having net worth ofRs. 500 crore or more or turnover of Rs. 1000 crore or more or a net profit of Rs. 5crore or more during the immediate preceding financial year shall constitute a"Corporate Social Responsibility Committee" consisting of three or moredirector out of which at least one director shall be independent director.
In the previous financial year the net profit of the company exceeds Rs. 5 crore andtherefore the provisions of section 135 becomes applicable to the Company and accordinglythe Board of Directors of the Company has constituted the CSR Committee. The Board hasalso approved the Corporate Social Responsibility Policy ("CSR Policy") aftertaking the recommendations of CSR Committee.
However the Company's average net profit for the three immediately preceding financialyears was negative. Hence in terms of the Act during the year under review the Companywas not required to spend any amount on CSR activities.
The CSR Policy is uploaded on the website of the Company and can be accessed atwww.deltoncables.com.
In terms of the provisions of Section 135 of the Companies Act 2013 as amended fromtime to time read with the CSR Rules the Annual Report on CSR activities under the formatprescribed in Annexure II of the CSR Rules is annexed to this Report as
The Board of Directors of the Company have designed Risk Management Policy andguidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision-making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.
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 March2021 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 ended31st March 2021and of the profit and loss of the company for the year ended that date;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 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.
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 also thank the Government authorities for their understanding andco-operation. The Directors wish to record their sincereappreciationofthesignificantcontribution made by the employees of the Company at alllevels.
| ||For & on behalf of the Board of Directors |
| ||Sd/- |
|Place: New Delhi ||V.K. GUPTA |
|Dated: 11.08.2021 ||CHAIRMAN |
| ||(DIN: 00036210) |