Dear Members,
Your Directors have pleasure in presenting this Annual Report of Delton
Cables Limited (“the Company”) along with the Company's Audited
Financial Statement for the financial year ended on March 31,2025.
FINANCIAL RESULTS
(Rs. in Lakhs)
Particulars |
2024-25 |
2023-24 |
| Revenue from operation |
70,926.41 |
40,085.97 |
| Other Income |
165.54 |
243.53 |
| Total Income |
71,092.05 |
40,329.50 |
| Total Expenditure |
69,257.36 |
39,150.51 |
| Profit / (Loss) Before Exceptional Item and
Tax |
1,834.69 |
1,178.99 |
| Add : Exceptional Item |
1,026.85 |
598.43 |
| Profit/ (Loss) Before Tax |
2,861.54 |
1,777.42 |
| Less :Income Tax |
208.62 |
311.60 |
| Add :Deferred Tax |
584.93 |
0.03 |
| Less Adjustment of taxes for earlier years |
16.99 |
0.14 |
Net Profit / (Loss) |
2,051.00 |
1465.65 |
PERFORMANCE REVIEW
During the year under review, the Company achieved Revenue from
operations of Rs. 70,926.41 lakhs as compared to Rs. 40,085.97 lakhs in the previous
financial year. Further, the Company has earned net profit of Rs. 2,051.00 lakhs in the
current financial year as against Rs. 1465.65 lakhs in the previous financial year.
TRANSFER TO RESERVES
During the year under review, no amount was transferred to general
reserves by the Company.
DIVIDEND
Your Directors are pleased to recommend a final dividend of Rs. 2.00
(20%) per equity share of Rs. 10 each, which if approved at the Annual General Meeting
(“AGM”), the above dividend will be paid to all those Equity Shareholders
whose names shall appear in the Register of Members as on record date i.e. Friday,
September 19, 2025.
SHARE CAPITAL
The paid-up Equity Share Capital as on March 31,2025 was Rs.
8,64,00,000/-. During the year under review, the Company has not altered its share
capital.
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 (“the
Act”) and the Companies (Acceptance of Deposits) Rules, 2014.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of
business of the Company.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes affecting the financial position of the
Company subsequent to the closure of Financial Year 202425 till the date of this report.
AUDITORS
1. Statutory Auditors:
Pursuant to the provisions of Section 139 of 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 AGM, 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 AGM till the conclusion of
62nd AGM of the Company.
The Audit report issued by M/s. Bansal & Co, LLP, on the
Company's financial statements for the financial year ended on March 31, 2025 is
forming 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 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), the Board of Directors of the Company had appointed Ms. Malavika
Bansal, Practicing Company Secretary (COP: 9159) as the Secretarial Auditor to conduct the
Secretarial Audit of the Company for the Financial Year ended on March 31, 2025. The
Secretarial Audit Report is annexed as Annexure-A. There are no qualifications,
reservations or adverse remarks made by Secretarial Auditors in their Report.
Further, pursuant to SEBI Circular dated December 12, 2024 read with
Regulation 24A of the Listing Regulations and applicable provisions of the Act and Rules
made thereunder, the Board of Directors, upon the recommendation of the Audit Committee,
have approved and recommended the appointment of Ms. Malavika Bansal, Company Secretaries
(COP: 9159), having a Peer Review Certificate (5419/2024 valid upto February 28, 2029) as
Secretarial Auditors of the Company for a period of 5 years beginning from Financial Year
2025-26, for approval of the Members at ensuing AGM of the Company.
3. Cost Auditors:
The Company is maintaining cost records as prescribed under the
provisions of Section 148(1) of the Act. The Board appointed M/s. MM & Associates
(FRN: 000454), as Cost Auditors for FY 2024-25 and they have been re-appointed as Cost
Auditors of the Company for FY 2025-26. Approval of the Members is being sought for
ratification of their remuneration at the ensuing AGM.
REPORTING OF FRAUDS BY AUDITORS
There were no instances of fraud reported by the Auditors.
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 2024-25 your Company has not made any loan,
guarantee and investment u/s 186 of the Act.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES
During the financial year all Related Party Transactions were on an
arm's length basis and were in compliance with the applicable provisions of the Act
and Listing Regulations.
There were no transactions during the year which would require to be
reported in Form AOC.2.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and Articles of
Association of the Company, Mr. Vivek Gupta (DIN: 00035916), Director of the Company,
retire by rotation at the ensuing AGM and being eligible, offer himself for
re-appointment. The Members at the AGM held on September 25, 2024, had appointed Mr. Amit
Ramani (DIN: 00549918) and Mr. Gagan Sinha (DIN: 00298362) as Independent Directors of the
Company for a term for 5 years.
Further, the tenures of Mr. Atul Aggarwal (DIN: 00125825), Independent
Director is going to end on August 13, 2025 i.e. completing his first term, Mr. Vijendra
Kumar Gupta (DIN: 00036210), Chairman & Whole-Time Director is going to end on August
12, 2025 and Mr. Vivek Gupta (DIN:00035916), Managing Director & CEO is going to end
on August 1, 2025 and. The Board of Directors, on recommendation of Nomination, and
Remuneration Committee (“NRC”), in their meeting held on May 30, 2025 had
recommended the re-appointment of Mr. Atul Aggarwal, Mr. Vijendra Kumar Gupta and Mr.
Vivek Gupta, for a period of 5 years subject to the approval of Members of the Company at
the ensuing AGM.
Mr. Vikas Rawat, Company Secretary & Compliance Officer of the
Company has resigned w.e.f. September 25, 2024, due to some personal reasons and in his
place Mr. Jitender Kumar has been appointed as a Company Secretary & Compliance
Officer of the Company w.e.f. December 2, 2024.
Mrs. Sangeeta Tondon, Chief Financial Officer of the Company some
personal reasons. w.e.f. May 30, 2025 and in her place Mr. Rameshwar Jaiswal has been
appointed as a Chief Financial Officer of the Company w.e.f. May 31,2025.
Further, Mr. Shashi Kumar Sharma, Whole-Time Director of the Company
has resigned w.e.f. August 5, 2025. The Board of Directors, on recommendation of NRC, in
their meeting held on August 5, 2025 has appointed Mr. Ankit Arora (DIN: 10529555), as an
Additional Director of the Company with effect from August 6, 2025 to hold office till the
date of AGM and at the same meeting, Mr. Ankit Arora was appointed as Whole-Time Director
of the Company, for a period of 5 years with effect from August 6, 2025, liable to retire
by rotation, subject to the approval of the Members at the ensuing AGM.
The Company has received declarations from all Independent Directors of
the Company that they meet the criteria of independence as prescribed under sub-section
(6) of Section 149 of the Act and under Regulations 16 and 25 of Listing Regulations and
there has been no change in the circumstances affecting their status as independent
directors of the Company. In the opinion of the Board, the Independent Directors of the
Company are the persons of integrity, expertise and fulfil the conditions as per the
applicable laws and are independent of the management of the Company.
Annual performance evaluation of the Board, its committees, individual
directors (including independent directors) and Chairman of the Company pursuant to the
provisions of the Act and the Corporate Governance requirements under Listing Regulations
have been carried out in accordance with the Policy. The process, and result of
performance evaluation given in Corporate Governance Report, was followed by the Board for
evaluation of its own performance and its committees and individual directors including
independent directors and Chairman of the Company.
The brief resumes, rationales and justifications wherever applicable
and other details relating to the director who are proposed to be appointed/ re-appointed,
as required to be disclosed as per the provisions of the Listing Regulations/ Secretarial
Standard are given in the Annexure to the Notice of the 60th AGM.
VIGIL MECHANISM
In terms of provisions of Section 177 of the Act and Regulation 22 of
the Listing Regulations, 2015, the Company has in place a Whistle Blower Policy, details
of which are provided in Corporate Governance Report. The Whistle Blower Policy is
available on the website of the Company at www.deltoncables.com.
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
Act read with the applicable rules made thereunder and Listing Regulations, the policy has
been formulated by the Nomination and Remuneration Committee and approved by the Board.
The Policy is given in the Annexure-B.
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL
The information required under Section 197 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
Annexure-C and forms part of this Report.
CREDIT RATING
During the financial year 2024-25, the credit rating of the Company was
assigned by Infomerics Valuation and Rating Pvt. Ltd (Credit Rating Agency) as IVR BBB/
Stable (IVR Triple B with Stable outlook) for long term bank facilities and IVR A3+ (IVR A
Three Plus) for short term bank facilities.
ANNUAL RETURN
The Annual Return for FY 2024-25 is available on the website of the
Company at www.deltoncables.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Act 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-D.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES
During the year under review your Company had no Subsidiaries, Joint
Venture or Associates.
INTERNAL CONTROL SYSTEM
The Board has adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to Company's policies, the
safeguarding of its assets, the prevention and detection of fraud, error reporting
mechanisms, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures. The Company has in place adequate internal
financial controls including with reference to financial statement and for ensuring the
orderly & efficient conduct of its business.
During the year, such controls were tested and no reportable material
weakness in the design or operation was observed.
CORPORATE GOVERNANCE REPORT
The Company upholds the highest standards of Corporate Governance as a
critical component of its business philosophy. We believe that strong governance is
essential not only for enhancing shareholder value but also for maintaining the trust of
customers, employees, regulators, and society at large. Our governance practices are
driven by a commitment to ethical conduct, compliance with laws, and a transparent
decisionmaking process.
Pursuant to Regulation 34(3) of the Listing Regulations, Corporate
Governance Report along with a Certificate regarding compliance of conditions of Corporate
Governance from Company Secretary in Practice are enclosed as Annexure-G and forms
an integral part of this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34(2)(e) read with Schedule V (C) of Listing
Regulations, is enclosed as Annexure-F and forms an integral part of this Report.
PREVENTION OF SEXUAL HARASSMENT
As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, the Company
has formed an Internal Complaints Committee and adopted a policy on Prevention of Sexual
Harassment at workplace.
The Company is committed to providing and promoting a safe and healthy
work environment for all its employees.
a. Number of complaints of sexual harassment received in the year - 0
b. Number of complaints disposed off during the year - 0
c. Number of cases pending for more than ninety days - 0
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT,
1961
The Company is fully committed to upholding the rights and welfare of
its employees in accordance with the applicable laws. In line with this commitment, the
Company ensures strict compliance with the provisions of the Maternity Benefit Act, 1961,
as amended from time to time.
MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year. For
further details, please refer Report on Corporate Governance enclosed as Annexure-G to
this Report.
AUDIT COMMITTEE
For constitution and other details of the Audit Committee, please refer
Report on Corporate Governance enclosed as Annexure-G to this Report.
All the recommendations made by the Audit Committee were accepted by
the Board.
CSR COMMITTEE
For constitution and other details of the CSR Committee, please refer
Report on Corporate Governance enclosed as Annexure-G to this Report.
COMPLIANCE WITH THE SECRETRIAL STANDARDS
During the year under review, the Company has complied with all
applicable provisions of Secretarial Standards.
COMPLIANCE BY LARGE CORPORATE
Your Company does not fall under the category of large corporate, as
defined by SEBI vide its circular no. SEBI/HO/DDHS/P/ CIR/2021/613 dated August 10, 2021
read with updated circular dated April 13, 2022 and Circular No. SEBI/HO/DDHS/DDHS-
RACPODI/P/CIR/2023/172 dated October 19, 2023, as such no disclosure is required in this
regard.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The key philosophy of all CSR initiatives of the Company is to make CSR
a key business process for sustainable development of the society. The initiatives aim at
enhancing welfare measures of the society based on the immediate and long term social and
environmental consequence of its activities. The Company intends to undertake other need
based initiatives in compliance with Schedule VII of the Act.
The CSR Policy of the Company is available on the website of the
Company at www.deltoncables.com.
For constitution and other details of the CSR Committee, please refer
Report on Corporate Governance enclosed as Annexure-G to this Report. The Annual Report on
CSR activities, which include the salient features of the CSR Policy and change therein,
if any, is enclosed as Annexure-E and forms an integral part of this Report.
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 under Section 134(5) of the Companies Act,
2013 with respect to Directors' Responsibility Statement, your Directors, to the best
of their knowledge and ability, hereby confirm that:
(a) in the preparation of the annual accounts for the financial year
ended March 31, 2025, 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 March 31, 2025 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 for the financial
year ended March 31, 2025 on a going concern basis;
(e) the directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are adequate and are
operating effectively; and
(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.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR
During the year, no application has been made and no proceeding is
pending against the company under the Insolvency and Bankruptcy Code, 2016 as at the end
of financial year.
IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTOR'S
REPORT SHALL INCLUDE THE REASON THEREOF
Not Applicable
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There is no instance of one-time settlement with any bank or financial
institutions.
HUMAN RESOURCES
Our employees are our most important assets. The Company's
industrial relations continued to be harmonious during the period under review.
REGISTRAR AND SHARE TRANSFER AGENT (RTA)
The share transfer and related activities are being carried out by M/s.
Beetal Financial & Computer Services (P) Limited, Registrar and Share Transfer Agent
from the following address:
Beetal Financial & Computer Services (P) Limited
Beetal House, 3rd Floor, 99 Madangir, Behind Local Shopping Centre,
Near Dada Harsukhdas Mandir, New Delhi - 110 062
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for unstinted
commitment and significant contribution of all employees of the Company.
The Directors are grateful to all valuable stakeholders of the Company
viz. Customers, Dealers, Vendors, Banks, Financial Institutions Government Authorities and
other Business Associates for their excellent support rendered during the year.
The Board also takes this opportunity to express its deep gratitude for
the continued co-operation and support received from its valued shareholders.
For & on behalf of the Board of
Directors |
|
|
Sd/- |
Place : Faridabad |
Vijendra Kumar Gupta |
Dated: August 5, 2025 |
Chairman |
|
DIN: 00036210 |