PERFORMANCE REVIEW

During the year under review, the Company achieved Revenue from operations of Rs. 27214.70 lakhs as compared to Rs. 15911.56 lakhs in the previous financial year. Further, the Company has earned profit after tax and exceptional items of Rs.57.75 lakhs in the current financial year as against profit of Rs. 76.61 lakhs in the previous financial year.

TRANSFER TO RESERVES

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

DIVIDEND

Due to the working capital requirements of the Company, the Board of Directors does not recommend any dividend for the financial year 2022-23. Also, the Board proposes to reserve appropriate portion of profit for enhancing business.

SHARE CAPITAL

The paid up equity share capital as on 31^st March, 2023 was Rs. 8,64,00,000/-. During the year 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 the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company, during the year under review.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2022-23 and the date of the report.

AUDITORS1. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 (‘the Act’), read with the Companies (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 in force) the Members of the Company at their 57th Annual General Meeting held in the year 2022, approved the re- appointment of M/s. Bansal & Co, LLP, Chartered Accountants, New Delhi (Firm Reg. No. 001113N), as the Statutory Auditors of the Company from the conclusion of 57th Annual General Meeting till the conclusion of ensuing 62nd Annual General Meeting of the Company.

The Audit report issued by M/s. Bansal & Co, LLP, Chartered Accountants,Statutory Auditors on the Company’s financial statements for the financial year ended on 31 ^st March, 2023 is part of the Annual Report. There has been no qualification, reservation or adverse remark in their Report.

2. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mrs. Malavika Bansal, Practicing Company Secretary (COP: 9159) as the Secretarial Auditor in their Meeting held on 27^th May, 2022 to undertake the Secretarial Audit of the Company for the Financial Year ended on 31^st March, 2023. The Secretarial Audit Report is annexed as Annexure I.

The Secretarial Audit Report for the financial year ended on 31^st March, 2023 contains some observations for delay in filings which are self-explanatory and apart from said observations there are no qualification, reservation, adverse remark or disclaimer in the said Secretarial Audit Report.

3. Cost Record and Audit:

Pursuant to the provision of Section 148 of the Companies Act, 2013 and the rules & regulations made there under

(including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the Company is required to appoint Cost Auditor to conduct the cost audit for the Financial Year 2022-23.

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 the Company to conduct the audit of the cost records of the Company for the financial year 2022-23 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

The Board has duly examined the Report issued by the Cost Auditors of the Company on the Cost Accounts for the financial year ended March 31, 2023. The Report doesn’t contain any qualification, reservation or adverse remark.

QUALITY POLICY / CERTIFICATION

Your Company’s Mission is ‘SUCCESS OF ITS CUSTOMERS’. Your Company is always committed to provide good quality products consistently to its customers worldwide. Your Management on its part is also fully committed to further improve quality and provides 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/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

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

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

During the financial year 2022-23 your Company has not made any loan, guarantee and investment 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 basis, in the ordinary course of business and were in compliance with the applicable provisions of 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 Form AOC.2.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Mr. Mahesh Prasad Mehrotra (DIN:00016768) resigned from the position of Independent Director on June 14, 2022. The Board placed on record its appreciation for the valuable contribution made by him during his tenure as Independent Director of the Company.

The Board of Directors of the Company has appointed Mr. Abhishek Poddar (DIN: 00031175) as an Additional Director, designated as Independent Director of the Company for a period of 5 (Five) consecutive years from September 02, 2023. Appointment of Mr. Abhishek Poddar as the Independent Director of the Company was subsequently approved by the Shareholders of the Company in the Annual General Meeting (“AGM”) held on September 30, 2022.

In accordance with the provisions of the Companies Act, 2013 and relevant Rules framed there under and the Articles of Association of the Company, Mr. Vijender Kumar Gupta (DIN: 00036210) who retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The Board on the recommendations of Nomination and Remuneration Committee proposed the re-appointment of Mr. Vijender Kumar Gupta, as Chairman and Whole-time Director, liable to retire by rotation on the Board of the Company.

Independent Directors

The Independent Directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel

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

Due to the resignation of Mr. Arun Kamra from the position of Chief Financial Officer of the Company w.e.f. 28.02.2023, the Company has appointed Mrs. Sangeeta Tondon as a Chief Financial Officer of the Company w.e.f. 13.07.2023.

EVALUATION OF THE BOARD’S PERFORMANCE

Pursuant to the applicable provisions of the Companies Act, 2013, rules & regulations made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 an annual evaluation of performance of the Board, Chairman, Independent Directors, Non-executive Directors as well as the evaluation of the working of its Committees has been carried out during the year under review.

The Nomination and Remuneration Committee formulated the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee 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, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

COMPOSITION AND MEETINGS OF THE BOARD AND ITS COMMITTEES

During the Financial Year 2022-23, the Board met seven times. The details on composition of the Board, committees, meeting held and related attendance are provided in Corporate Governance 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 with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a whistle blower policy, details of which are provided in Corporate Governance Report. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company’s website at www.deltoncables.com.

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism / Whistle Blower Policy of the Company was received by the Company.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors, Key Managerial Personnel and Senior Management Employees. Pursuant to the Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and rules & regulations made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the policy has been 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 as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached hereto as Annexure III.

The information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is to be provided in the Report. However, in terms of the second proviso to Section 136 of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

None of the employees listed in the said Annexure is related to any Director of the Company.

EXTRACT OF ANNUAL RETURN

A copy of the annual return as provided under Section 92(3) and Section 134(3) (a) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/ MCA, is 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 the Companies (Accounts) Rules 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are annexed to this report as Annexure IV.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review your Company had no Subsidiaries, Joint Venture or Associates.

INTERNAL CONTROL SYSTEM

The Company has adequate internal control procedures commensurate with the size of the company and the nature of

its business with regard to its operations, financial reporting and compliance with applicable laws and regulations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. This is further strengthened by the Internal Audit done concurrently. Besides, this Audit Committee of the Company is also being regularly appraised the Financial control system. The Company also continues its efforts 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 this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has formed Internal Committee for its work places to address the complaints pertaining to sexual harassment in accordance with the POSH Act.

The disclosure required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition 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 provisions of Secretarial Standards

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (“CSR”) Committee’s prime responsibility is to assist the Board in discharging its corporate social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ‘Corporate Social Responsibility Policy’ (“CSR Policy”).

The CSR Policy of the Company, inter alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework.

The CSR Policy of the Company is available on the Company’s website and can be accessed at www.deltoncables.com.

During the year, the Company has spent an amount of Rs. 5.42 Lakh during 2022-23.

In terms of the provisions of Section 135 of the Companies Act, 2013 as amended from time to time read with the CSR Rules, the Annual Report on CSR activities under the format prescribed in Annexure II of the CSR Rules is annexed to this Report in Annexure V.

RISK MANAGEMENT

The Board of Directors of the Company have designed Risk Management Policy and guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in 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 March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2023 and of the profit and loss of the company for the year ended on that date;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and are operating effectively.

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

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No such process was initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).

DETAILS OF ONE TIME SETTLEMENT

The provision of details and disclosure of One Time settlement is not applicable to the Company, therefore disclosure of the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is also not applicable.

ACKNOWLEDGEMENT

The Directors would like to thank all the Shareholders, customers, dealers, suppliers, bankers, financial institutions and all the other business associates for their continued support to the Company and the confidence reposed in its Management. The Directors also thank the Government authorities for their understanding and co-operation. The Directors wish to record their sincere appreciation of the significant contribution made by the employees of the Company at all levels.