|BSE: 504256||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE272R01011|
|BSE 00:00 | 18 Sep||Deltron Ltd|
|NSE 05:30 | 01 Jan||Deltron Ltd|
Deltron Ltd. (DELTRON) - Director Report
Company director report
The Directors take pleasure in presenting the Thirty Seventh Annual Report of yourCompany for the financial year ended 31st March 2019.
The total income during the year under review including income from exceptional itemswas द 144.76 lacs and pre-tax profit was द 67.54 lacs after providing for depreciationof द 9340. After tax the net profit was द 55.43 lacs. No amount has been transferredto General Reserves.
The Board has recommended a final dividend of द 6.50 per equity share of द 10/-each aggregating to approx. द223.32 lacs (including corporate dividend tax). Therecommendation is subject to the approval of shareholders at the Annual General Meeting.
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.
During the year under review the Board suffered a major setback due to the sad demiseof its founder Director and Chairman Dr. Gurpreet Singh and also of its IndependentDirector Dr. Navin Kapur.
"Dr. Gurpreet Singh (22.11.1933 - 27.10.2018) a renowned industrialist of theCountry and an accomplished Electronics and Management professional had promoted theCompany and had been a Director since its very inception. As a Founder Director he wasconstantly involved in guiding the Company from its formative days.
Through his personal commitment to the highest standards of integrity Dr. GurpreetSingh helped establish a strong sense of values and work culture. Always keeping the bestinterests of the Company in mind he motivated inspired and mentored the Company and itsemployees to perform at their best. His experience and wise counsel were invaluable intaking the Company forward and win innumerable awards and accreditions.
Dr. Navin Kapur (07.08.1949 - 09.08.2018) was a highly qualified engineer and Ph.D inElectrical Engineering from IIT (Delhi). He was appointed as an Independent Director ofthe Company in the year 2010. With his immense knowledge and experience of over 34 yearsin Industry and 9 years in Teaching he provided invaluable advice and guidance in takingthe Company forward. As a friend philosopher and guide Dr. Navin Kapur was veryunderstanding sympathetic and helpful to everyone and was highly respected and loved byall.
The Board of Directors places on record its great appreciation for the highest exampleof leadership and integrity set by Dr. Gurpreet Singh and for his untiring efforts inguiding the Company over the past 36 years and to Dr. Navin Kapur for his invaluablecontributions over the past 8 years.
The number of Independent Directors reduced to one due to the sad demise of Dr. Kapurand the composition of committees was affected by this. The composition of the Board isotherwise balanced and the Company has Key Managerial Personnels as required in a ListedCompany.
The composition of the Board and its three Committees have been as follows:
*Date of demise 27.10.2018 ** Date of demise 09.08.2018
The Board met five times during the financial year on 26.05.2018 21.07.201804.09.2018 5.11.2018 and 05.02.2019 and all the Directors attended the said meetingsexcept Late Dr. Gurpreet Singh who only attended the May meeting and Late Dr. Navin Kapurwho attended the May and July meetings.
The Audit Committee also met five times during the financial year on the above BoardMeeting dates and the meetings were attended by the members and Late Dr. Navin Kapurattended the May and July meetings. The composition was affected for part of the year dueto the sad demise of Dr. Navin Kapur.
The Nomination and Remuneration Committee met once during the financial year on21.07.2018 attended by all the members.
The Stakeholders Relationship Committee met once during the financial year on05.11.2018 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 declaration from the Independent Director that he meets 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
i Except 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
ii During the financial year there was approximately 9.50% increase in the respectiveremunerations of the Chief Financial Officer Company Secretary and One senior managementemployee
iii There are four permanent employees on the rolls of the Company.
The Annual Return will be placed on www.deltronlimited.in.
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 31st March 2019the 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 V K Verma & Co. Statutory Auditors of the Company will continue as StatutoryAuditors till 2022.
The Secretarial Audit Report from M/s P.S. Soni & Co. Practicing CompanySecretaries for the financial year 2018-19 forms part of the Annual Report as Annexure Ito the Board's Report. The Board has re-appointed them for the financial year 2019-20.
M/s K.S Bawa & Associates Chartered Accountants Internal Auditors for thefinancial year 2018-19 have been re-appointed for the financial year 2019-20.
There are no disqualifications reservations or adverse remarks or disclaimers in thereports of the aforesaid Auditors for the financial year 2018-19.
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.