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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Delton Cables Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting this Annual Report
of Delton Cables Limited (âthe Companyâ) along with the
Companyâs 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 (âAGMâ), 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 (âthe Actâ) 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 2024Â¬
25 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
Companyâs 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 (âListing Regulationsâ), 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
COMPANYâS 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 armâs 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 (âNRCâ), 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 Companyâs 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 decisionÂ¬
making 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

Managementâs 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 Companyâs 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.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the
Companies Act, 2013 with respect to Directorsâ 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 DIRECTORâS 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 Companyâs
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

Mar 31, 2024

Your Directors have pleasure in presenting the 59^thAnnual Report on the business and operations of Delton Cables Limited (âthe Companyâ) together with the Audited Financial Statement for the financial year ended on March 31,2024

FINANCIAL RESULTS	(Rs. in Lakhs)
Particulars	2023-24	2022-23
Revenue from operation	40,085.97	27,214.70
Other Income	243.53	133.42
Total Income	40,329.50	27,348.13
Total Expenditure	39,150.51	26,691.18
Profit / (Loss) Before Exceptional Item and Tax	1,178.99	656.95
Add : Exceptional Item (indicate nature)	598.43	7.99
Profit/ (Loss) Before Tax	1,777.42	664.95
Less :Income Tax	311.60	-
Add :Deferred Tax	0.03	607.20
Less :Adjustment of taxes for earlier years	0.14	-
Net Profit / (Loss)	1465.65	57.75

PERFORMANCE REVIEW

During the year under review, the Company achieved Revenue from operations of Rs. 40,085.97 lakhs as compared to Rs. 27,214.70 lakhs in the previous financial year. Further, the Company has earned net profit of Rs. 1465.65 lakhs in the current financial year as against Rs. 57.75 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

The Directors are pleased to recommend a final dividend of Rs. 1.50/- per equity share of Rs. 10 each, which if approved at the forthcoming Annual General Meeting, will be paid to all those Equity Shareholders of the Company whose names appear in the Register of Members and whose names appear as beneficial owners as on record date fixed for this purpose.

SHARE CAPITAL

The paid-up equity share capital as on 31^stMarch, 2024 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 2023-24 and the date of the report.

AUDITORS1. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 (âthe Actâ), 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 Companyâs financial statements for the financial year ended on 31 ^st March, 2024 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 May 15, 2024 to undertake the Secretarial Audit of the Company for the Financial Year ended on March 31, 2024. The Secretarial Audit Report is annexed as Annexure I.

The Secretarial Audit Report for the financial year ended on March 31, 2024 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 2024-25.

During the financial year 2023-24, 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 2023-24 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and the Cost Auditor has submitted their report and the said report doesnât contain any qualification, reservation or adverse remark.

Further for the financial year 2024-25, the Board of Directors of the Company has appointed M/s. MM & Associates, Cost Accountants (Firm Registration no. 000454), as Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 2024-25 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

QUALITY POLICY / CERTIFICATION

Your Companyâs Mission is âSUCCESS OF ITS CUSTOMERSâ. 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: 2015 in quality.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS 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 2023-24 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 armâs 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

The Board of Directors of the Company has appointed Mr. Amit Ramani (DIN:00549918) and Mr. Gagan Sinha (DIN: 00298362) as an Additional Directors, designated as Independent Directors of the Company for a period of 5 (Five) consecutive years from August 09, 2024 subject to the approval of the Shareholders in the ensuing Annual General Meeting (âAGMâ).

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. Shashi Kumar Sharma (DIN: 08485614) 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. Shashi Kumar Sharma, as 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of 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 Regulations.

Key Managerial Personnel

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

No.

Name

Designation

Date of Appointment/ Reappointment

Date of Cessation

Mr. Vijender Kumar Gupta

Chairman & Whole-time Director

13/08/2020

Mr. Vivek Gupta

Managing Director & CEO

01/08/2020

S. No.	Name	Designation	Date of Appointment/ Reappointment	Date of Cessation
3	Mr. Shashi Kumar Sharma	Whole Time Director	11/08/2021	-
4	Mr. Vikas Rawat	Company Secretary	13/11/2018	-
5	Ms. Sangeeta Tandon	Chief Financial Officer	13/07/2023

EVALUATION OF THE BOARDâS PERFORMANCE

Pursuant to the applicable provisions of the Companies Act, 2013, rules & regulations made there under and SEBI (LODR) 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 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 2023-24, the Board met six (6). 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 Disclosures Requirement) Regulations, 2015, the Company has in place a whistle blower policy, details of which are provided in Corporate Governance Report. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Companyâs website at www.deltoncables.com

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and 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 (LODR) 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, is placed on the website of the Company 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 (âPOSH Actâ) 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 (âCSRâ) Committeeâs 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 âCorporate Social Responsibility Policyâ (âCSR Policyâ).

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 Companyâs website and can be accessed at www.deltoncables.com.

During the year, the Company has not incurred any on CSR activities, as there was no-profit in terms of Section 198 of the Companies Act, 2013 during the immediate preceding financial year.

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 Companyâs 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.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 134(3)(c) of the Companies Act, 2013 (the âActâ) with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, 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, 2024 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.

Mar 31, 2023

The Directors have pleasure in presenting the 58^thAnnual Report on the business and operations of Delton Cables Limited (âthe Companyâ) together with the Audited Financial Statement for the financial year ended on March 31,2023.

FINANCIAL RESULTS

(Rs. in Lakhs)
Particulars	2022-23	2021-22
Revenue from operation	27214.70	15911.56
Other Income	133.42	59.93
Total Income	27348.13	15971.49
Total Expenditure	26691.17	15866.46
Profit / (Loss) Before Exceptional Item and Tax	656.96	105.03
Add : Exceptional Item (indicate nature)	7.99	(0.08)
Profit/ (Loss) Before Tax	664.95	104.95
Less :Income Tax	-	19.91
Add :Deferred Tax	607.20	(0.57)
Less :Adjustment of taxes for earlier years	-	9.00
Net Profit / (Loss)	57.75	76.61

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:

The Audit report issued by M/s. Bansal & Co, LLP, Chartered Accountants,Statutory Auditors on the Companyâs 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 doesnât contain any qualification, reservation or adverse remark.

QUALITY POLICY / CERTIFICATION

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 COMPANYâS 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 armâs 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 (âAGMâ) 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.

Key Managerial Personnel

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

S. No.	Name	Designation	Date of Appointment/ Reappointment	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. Shashi Kumar Sharma	Whole Time Director	11.08.2021
4	Mr. Arun Kamra	Chief Financial Officer	27.06.2020	28.02.2023
5	Mr. Vikas Rawat	Company Secretary	13.11.2018	---

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 BOARDâS 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.

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 Companyâs 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 Companyâs website and can be accessed at www.deltoncables. com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

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 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 Companyâs 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.

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 Companyâs 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.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 134(3)(c) of the Companies Act, 2013 (the âActâ) with respect to Directorsâ 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

ACKNOWLEDGEMENT

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting the 50th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars 2014-15 2013-14

Gross Sales 14211.30 11820.10

Less : Excise 1080.94 1040.03

Net Sales 13130.36 10780.07

Other Income 82.07 117.96

Total Income 13212.43 10898.03

Total Expenditure 13362.10 11278.49

Profit / (Loss) Before Exceptional (149.67) (380.46) Item and Tax

Add : Exceptional Item (indicate nature) 103.31 5.19

Profit/ (Loss) Before Tax (46.36) (375.27)

Less : Income Tax - -

Less : Deferred Tax 14.26 (115.28)

Less : Adjustment of taxes for earlier 5.54 - years

Net Profit / (Loss) (66.16) (259.99)

PERFORMANCE REVIEW

In F.Y. 15, several measures were taken for improving the performance of the Company and to secure new orders across various businesses and geographies.

Your company achieved a turnover of Rs. 14211.30 Lacs as against Rs. 11820.10 during the previous financial year. During the year under review there is no cash loss in the Company. The net loss for the financial year 2014-15 is Rs. 66.16 Lac as compared to the loss of Rs. 259.99 in the previous financial year 2013-14.

DIVIDEND

Due to the loss in the year, the Board of Directors has not proposed any dividend for the Financial Year ending 31st March, 2015.

SHARE CAPITAL

The paid up equity share capital as on March 31, 2015 was Rs. 8,64,00,000/-. During the year under review, the Company has issued 56,40,000 bonus equity shares of Rs.10/- each to the shareholders of the Company in the ratio of 2:1 on 28 January, 2015.

FIXED DEPOSITS

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.

OUTLOOK

There is little evidence both in the domestic and global markets for an early restoration of demand-supply equilibrium and consequent recovery in the market. To keep abreast with the latest trends in the industry, your Company was also vigilant about technological upgradation of its production facilities, with the aim of improving assets performance and cost competitiveness. As your company is the older player in Indian Cable Industry, has coveted experience in manufacturing of wires and cables and competent to face the challenges. Much of the problem is industry centric and it is some comfort that your company is relatively better placed as compared to most of its peers. It should hence be able to strike it early as and when the industry turnaround is on the anvil.

AUDITORS

M/s. S.R. Dinodia & Co. LLP, Chartered Accountants, New Delhi, Statutory Auditors were appointed in the 49th AGM to hold office until the conclusion of 52nd AGM. Your company seeks ratification of the appointment of Statutory Auditors at the ensuing Annual General Meeting.

There are no qualifications or reservations or adverse remarks made by the Auditors in their Report.

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year by the Secretarial Auditor Mr. Vaibhav Sharma, Practicing Company Secretary. The Secretarial Auditors Report is attached as Annexure I.

There are no qualifications or observations or adverse remarks made by the Secretarial Auditor in his Report.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014 Your Directors had, on the recommendation of the Audit Committee, appointed M/s J. K. Kabra & Co., Cost Accountants for the year 2015-2016 and the proposed remuneration of the Cost Auditors would be determined by the members in the ensuing AGM.

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

During the year, there were no instances of significant and material orders passed by the regulators, courts or tribunals on the Company.

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

During the Financial Year 2014-15 your company has not made any loans, guarantees and investments u/s 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are in the ordinary course of business and at arm's length basis, which are not material in nature. All related party transactions are with the approval of the Audit Committee and periodically placed before the Board for review.

DIRECTORS

Mr. Vivek Gupta (DIN: 00035916), Director of the Company will retire by rotation and being eligible, offers himself for re-appointment.

Mr. Surender Singh Bhandari (DIN: 02521713) was appointed as an Additional Director with effect from 13.08.2015 and would hold office up to the ensuing Annual General Meeting of the Company. The Company has received a notice from a member pursuant to Section 160 of the Companies Act, 2013 proposing the appointment of Mr. Surender Singh Bhandari as Director of the Company. The Board of Directors recommends the appointment of Mr. Surender Singh Bhandari as a Director of the Company.

Mr. Shyam Sunder Malhotra (DIN 00298384), Whole Time Director of the Company resigned from the Company on 31.07.2015. The Board placed on record its appreciation for the valuable services rendered by Mr. Shyam Sunder Malhotra during his tenure to Company.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company viz. Mr. Mahesh Prasad Mehrotra (DIN 00016768), Mr. Achintya Karati (DIN 00024412), Mr. Bharat Bhushan Chadha (DIN 00298713) and Mr. Vijay Kumar Goel (DIN 00075317) have individually and severally submitted a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and other applicable rules & regulations made there under. Based on the declarations of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made there under.

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 the performance evaluation of the Board was carried out during the year under review. During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board based on the criteria laid down by Nomination and Remuneration Committee which included attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest, adherence to Code of Conduct and Business ethics, monitoring of regulatory compliance, risk assessment and review of Internal Control Systems etc.

KEY MANAGERIAL PERSONNEL

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

S. Name Designation Date of Date of No. Appointment Cessation

1 Mr. Manoj CFO 30.05.2015 31.07.2015 Kumar Sharma

2 Mr. Vikas Goel CFO 14.08.2014 25.04.2015

3 Mr. Jitender Company 13.08.2015 Kumar* Secretary

*Mr. Jitender Kumar, Company Secretary had resigned w.e.f. June 27, 2015 and re-joined the Company w.e.f. August 13, 2015.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2014-15, seven meetings of the Board of Directors were held on May 30, 2014, August 14, 2014, September 30, 2014, November 12, 2014, December 12, 2014, January 15, 2015 and February 14, 2015. The maximum time-gap between any two consecutive meetings did not exceed One Hundred Twenty Days.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors is constituted in compliance with provisions of Section 177 of the Companies Act, 2013 ("the Act").

The composition of the Members at the meetings of the Committee is given below:

S. Name of the member Designation No.

1 Mr. Mahesh Prasad Mehrotra Chairman

2 Mr. Vivek Gupta Member

3 Mr. Achintya Karati Member

4 Mr. Bharat Bhushan Chadha Member

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to raise any concern about the Company's operations and working environment, including possible breaches of Company's policies and standards or values or any laws within the country or elsewhere, without fear of adverse managerial action being taken against such employees. The detailed policy is also placed on the website of the Company.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. More details on the same are given in the Annexure II.

DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ETC.

The details of the ratio of remuneration to each Director to the median employee's remuneration and such other details as required to be given under Section 197(12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached hereto as Annexure III.

EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3) (a) of the Companies Act, 2013 as prescribed in Form No. MGT-9 is given in 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 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 V.

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 purchases of inventory, fixed assets and with regard to the sale of goods. 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 also monitors systems, control, financial management and operations of the Company.

RISK MANAGEMENT

In line with the new regulatory requirements, the Company has formally framed a Risk Management Plan to identify and assess the risk areas, monitor and report compliance and effectiveness of the policy and procedure. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. This plan seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk plan defines the risk management approach across the enterprise at various levels including documentation and reporting. The plan has different risk models which help in identifying risk trends, exposure and potential impact analysis at a Company level as also separately for business segments. The Audit Committee and Board of Directors periodically review the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Your Company had no Subsidiaries, Joint Venture or Associates during the year 2014-15.

APPLICABILITY OF CLAUSE 49 OF THE LISTING AGREEMENT

In terms of SEBI Circular No.SEBI/CFD/DIL/CG/1/2004/12/10 dated October 29, 2004, and CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, Clause 49 of the Listing Agreement is not applicable to the Company. Hence, Management Discussion and Analysis Report and Corporate Governance Report have not been inserted in the Annual Report.

LISTING OF SHARES

Your company's shares are listed at Bombay Stock Exchange Ltd. (BSE). The listing fee in respect thereof for the year 2015-16 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 hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31 March, 2015, 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 31 March, 2015 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.

ACKNOWLEDGEMENT

The Directors 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 to its profitable and successful operations.

For & on behalf of the Board of Directors

Sd/- Place: New Delhi V.K. GUPTA Dated: 13th August, 2015 Chairman & Managing Director (DIN: 00036210)

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 49th Annual Report together with the Audited Accounts for the year ended 31st March, 2014.

Financial Results 2013-2014

Gross Sales 11820.10

Less : Excise 1040.03

Net Sales 10780.07

Other Income 117.96

Total Income 10898.03

Total Expenditure 11278.49

Profit / (Loss) Before Exceptional Item and Tax (380.46)

Add : Exceptional Item (indicate nature) 5.19

Profit/ (Loss) Before Tax (375.27)

Less : Income Tax

Less : Deferred Tax (115.28)

Less : Adjustment of taxes for earlier years

Net Profit/(Loss) (259.99)

During the year the company has incurred a net loss of Rs. 259.99 Lac as against net loss of Rs. 280.51 Lac during previous year 2012-13, the gross turnover of the Company including other income stood at Rs. 11820.10 Lac as against Rs. 12707.52 Lac in fiscal 2012-13. Due to heavy volatility in foreign exchange market the company incurred loss of Rs. 133 Lac.

Dividend

Due to the loss in the year, the Board of Directors has not proposed any dividend for the year ending 31st March, 2014.

Outlook

The business environment for Cable Industry is showing signs of industrial and infrastructure growth. Market conditions are expected to improve gradually in near future. Your Company is one of the major players in the Indian Cable Industry has coveted experience in manufacturing of wires and cables and competent to face the challenges. The Company is continuously on the path to exploring the new markets in India and outside. Your Company expects growth in all the sectors.

Human Resources

Your company recognizes the value of committed workers at all levels as a key factor for the growth of the company. Your Company has put in place sound policies for its employees. Further, measures for training development and safety of the employees and environment awareness is the priority of the management. Employer-employee relations throughout the year remained very cordial.

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.

Directors

In accordance with the provisions of the Companies Act 2013, Mr. Shyam Sunder Malhotra is liable to retire by rotation and eligible for re-appointment at the ensuing Annual General Meeting. Further the Board of Directors has appointed Smt. Shalini Gupta as an Additional Director w.e.f. August 14, 2014. Pursuant to section 161 of the Companies Act 2013, and Article 110 of the Articles Of Association of the Company, Smt. Shalini Gupta holds office upto the date of the ensuing Annual General Meeting of the company and is eligible for appointment as Director. Further as per the provisions of the Companies Act 2013, the independent directors of the company will have to be appointed by the members for a term upto five years, and no independent directors shall be liable to retire by rotation. Further Shri Mahesh Prasad Mehrotra, Shri Achintya Karati, Shri Vijay Kumar Goel And Shri Bharat Bhushan Chadha have given declaration to the company under section 149(6) of the Companies Act 2013, that they qualified the criteria of independence mentioned under the sub section. Accordingly it is proposed to appoint them as independent directors not liable to retire by rotation for a term of five years from the ensuing Annual General Meeting.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2 AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the accounts for the Financial Year ended 31st March, 2014, the applicable Accounting Standards have been followed;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit of the Company for the year under review;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. that the Directors have prepared the accounts for the Financial Year ended 31st March, 2014 on a 'going concern' basis.

Fixed Deposits

The Company has not accepted any fixed deposits during the year as per the provisions of Section 58-A of the Companies Act, 1956, and the Rules made there- under.

Green Initiative

Your Company follows the policy and law of the Ministry of Corporate Affairs in respect of "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies under its Circular Nos. 17/2011 & 18/2011 dated April 21, 2011 and April 29, 2011 respectively, allowing the despatch of notice / documents, including Annual Reports, etc., through e-mail to its members. Similarly, the amended Listing Agreement facilitated to send soft copies of the full Annual Report, containing its Balance Sheet, Statement of Profit & Loss and Directors' Report to all those Shareholders, who have registered their email address for the purpose.

The Board has decided to approach Shareholders to obtain their latest/updated e- mail address on which Annual Report and Accounts and other documents can be sent since next financial year to save paper and cost. Your cooperation is solicited.

Reply to Observation of the Auditors

With respect to the Auditors' observation in their report dated 30th May, 2014, it is submitted that the subject note is self-explanatory.

Personnel

None of the Employee of the Company has received remuneration beyond the limits, as prescribed in Sub-section 2A of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Auditors

M/s. S.R. Dinodia & Co. LLP, Chartered Accountants, New Delhi, retire at this meeting and are eligible for reappointment. Section 139 of the Companies Act, 2013, now mandates the rotation of auditors and allows a three year transitory time for its compliance. It is accordingly proposed to appoint the retiring statutory auditors in the manner stated in the Notice of Annual General Meeting.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Information required under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are annexed to this report as Annexure-I.

Applicability of Clause 49 of the Listing Agreement

In terms of SEBI Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 dated October 29, 2004, Clause 49 of the Listing Agreement is not applicable to the Company. Hence, Management Discussion and Analysis Report and Corporate Governance Report have not been inserted in the Annual Report.

Listing of Shares

Your company's shares are listed at Delhi Stock Exchange Association Limited (DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in respect thereof for the year 2014-15 has already been paid to the Stock Exchanges.

Acknowledgement

Your Directors would like to express their appreciation for the valuable assistance and co-operation received from all the customers and suppliers, Central and State Government Bodies, Financial Institution and Banks, Auditors, Legal Advisors and other persons concerned with your Company. We further express our gratitude to all our employees for their committed services to the company.

Above all, your directors wish to thank the shareholders for their continued support to the management.

For & on behalf of the Board of Directors

Place: New Delhi V.K. GUPTA Dated: 14th August, 2014 Chairman & Managing Director

Mar 31, 2013

The Directors have pleasure in presenting the 48th Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

Financial Results (Rs. in Lacs)

2012-2013

Gross Sales 12707.52

Less: Excise 1093.31

Net Sales 11614.21

Other Income 67.18

Total Income 11681.39

Total Expenditure 11866.89

Profit / (Loss) Before Exceptional Item and Tax (185.50)

Add : Exceptional Item* (203.65)

ProfiV (Loss) Before Tax (389.15)

Less : Income Tax -

Less : Deferred Tax (119.95)

Less : Adjustment of taxes for earlier years 11.31

Net Profit / (Loss) (280.51)

*The above Exceptional Item includes arrears of rent of Rs.1.60 cr. payable in 18 EMIs to landlords for rented Najafgar unit as per Hon''ble High Court Order Settlement agreement dated 15.4!2013 and arrears of wages of Rs.42 lacs payable in 24 EMIs to workers as per Hon''ble Supreme Court order dated 15.3.2013(Also Refer Note no.26 of Balance Sheet).

Performance

You would see that the performance of this year is not satisfactory for various reasons, which, inspire of best efforts of the management, could not be controlled. The cabfe industry, as a whole, was subject to severe recession owing to worldwide slowdown. The Company achieved the Gross Sale of Rs. 12,707.52 lacs as compared to previous year''s Rs. 15,295.46 lacs.

The decline in turnover was mainly due to low volume of orders from power, telecom, railways, infrastructure, etc. Besides, domestic demand was also not upto me mark. Some new products like MCCB and Modular Switches were introduced in the end of the year and their impacts will be felt in the current year.

Due to jower sales realizations, the gross profit margin remained under pressure. It has ultimately resulted in a net loss of Rs.280.51 lacs as compared to the profit of Rs.181.13 lacs of the previous year. The financial cost has gone up by Rs. 12:66 lacs during the year.

The Management is making strenuous efforts to control the cost, particularly in consumption of energy, stores and spares, etc. Ongoing efforts are there to reduce the financial and administrative expenses. The efforts are also being made to increase the marketing strength so as to achieve good, orders in the current year. Nevertheless, the Company''s products have to face stiff competition.

Dividend

Due to the loss in the year, the Board of Directors has not proposed any dividend for the year ending 31st March, 2013.

Outlook

Indian Wire and Cable industry will be contributory in growth of industrial sector owing to huge investment in development of infrastructure by the government and private players. However, intense competition in markets and increasing cost of raw materials will be the challenging factors.

Your

Company has coveted experience in manufacturing of wires and cables and competent to face the challenges. The Company is exploring the new markets in India and outside. The Company expects better results in coming years under normal conditions.

Human Resources

Human resources are an integral and important part for the Company.

Your Company has put in place sound policies for its employees. Further, it took various steps to provide training and development opportunities to the employees to enhance their skills and knowledge. Employer-employee relations throughout the year remained very cordial.

Quality Policy / Certification

Your Company''s Mission is SUCCESS OF ITS CUSTOMERS'': Your Company is always committed to providetjood 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.

Ygur company is certified for ISO9001:2008 in quality.

Directors

Mrs. Rakesh Verma had resigned as Director of the Company on 17th December, 2012.

Shri Vijay Kumar Goel and Shri A. Karati, Directors are retiring by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Shri S. S. Malhotra was appointed as an Additional Director and the Whole Time Director of the Company by the Board of Directors in their meeting held on 08th February, 2013. The Company has received a notice under section 257 of the Companies Act, 1956 proposing his appointment as a Director, liable to retirement by rotation. The proposal for his appointment as a Whole Time Director is mentioned in the notice of the Annual General Meeting for the consideration of the Shareholders. Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement it is hereby confirmed that i. in the preparation of the accounts for the Financial Year ended 31st March, 2013, the applicable Accounting Standards have been followed; ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the loss of the Company for the year under review; iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv. that the Directors have prepared the accounts for the Financial Year ended 31st March, 2013 on a ''going concern'' basis.

Fixed Deposits

The Company has not accepted any fixed deposits during the year as per the provisions of Section 58-A of the Companies Act, 1956, and the Rules made there-under. Green initiative

Your Company follows the policy and law of the Ministry of Corporate Affairs in respect of "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies (under its Circular Nos. 17/2011 & 18/2011 dated April 21, 2011 and April 29, 2011 respectively, allowing the despatch of notice / documents, including Annual Reports, etc., through e- mau to its members. Similarly, the amended Listing Agreement facilitated to send soft copies of the full Annual Report, containing its Balance Sheet, Statement of Profit & Loss and Directors'' Report to all those Shareholders, who have registered their email address for the purpose. The Board has decided to approach Shareholders to obtain their latest/ updated e-mail address on which Annual Report and Accounts and other documents can be sent since next financial year to save paper and cost. Your cooperation is solicited. Reply to Observation of the Auditors

With respect to the Auditors'' observation in their report dated 30th May, 2013, the subject note is self-explanatory. Personnel

None of the Employee of the Company has received remuneration beyond the limits, as prescribed in Sub-section 2A of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Auditors

M/s. S.R. Dinodia & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them for the Financial Year 2013-14. M/s. S.R. Dinodia & Co., have, under Section 224 (1-B) of the Companies Act, 1956, furnished a certificate of their eligibility for re- appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Information required under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are annexed to this report as Annexure-I. Applicability of Clause 49 of the Listing Agreement

In terms of SEBI Circular No.SEBI/CFD/DIUCG/1/2004/12/10 dated October 29,2004, Clause 49 of the Listing Agreement is not applicable to the Company.

Hence, Management Discussion and Analysis Report and Corporate Governance Report have not been inserted in the Annual Report.

Listing of Shares

Your company''s shares are listed at Delhi Stock Exchange Association''Limited

(DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in respect thereof for the year 2013-14 has already been paid to the Stock Exchanges.

Acknowledgement

Your Directors wish to record their warm appreciation for the valuable cooperation and support received from all the customers and suppliers, various Banks, Central and State Government Bodies, Auditors and Legal Advisors and other persons concerned with your Company. We would also like to express thanks to our Shareholders for their confidence and understanding.

Last but not the least, we wish to place on record our appreciation for the sincere services rendered by the employees and our colleagues at all levels.

For & on behalf of the Board of Directors

Place : New Delhi V.K. Gupta

Dated : 14th August, 2013 Chairman & Managing Director

Mar 31, 2012

The Directors have pleasure m presenting the 47th Annual Report together with the Audited Accounts for the year ended 31th March. 2012

Financial Results (Rs. in Lacs) 2011-2012

Gross Sales 15295 46

Less : Excise 1132.75

Net Sales 14162.71

Other Income 47 08

Total Income 14209.79

Total Expenditure 13949.26

Profit (Loss) Before Exceptional Item and Tax ' 260.53

Add Exceptional Item (indicate nature) 20.58

Profit Before Tax 281.11

l.ess : Income Tax 107,71

Less . Deferred Tax (13 71)

1-ess 1 Adjustment of taxes for earlier years 5 98

Net Profit / (Loss) 181.13

Performance of Company

Your Company has posted a growth of about 12% in turnover during the year. The turnover achieved is Rs 15295.46 lacs as against Rs. 13560 25 lacs during 2010-11 The growth in net profit merits your special attention It is about 85%. Your Management deserves c ompliments for such a remarkable growth under a very competitive and unfavourable economic environment due to the challenges in the Eurozone and concerns of OS economy downgrade by rating agencies. During Financial Year 2011 12. the growth of Indian GDP remained at 6 9% as compared to 8 4% in the previous year. Inflation remained at high levels during Financial Year 2011 12 and led to a tight monetary policy being adopted by the Reserve Bank of India Dividend

Your Directors are pleased to recommend a dividend of 15% i e . Re 1 50 per Equity Share of Rs 10/ each on the Paid up Equity Share Capital of the Company for the year 2011-12 as compared to Re 1.00 per Equity Share in the year 2010-11. You are requested to approve the same Earning Per Share

The Earning Per Share (EPS) of your Company for the year 2011-12 is Rs. 6 29 It is higher against Rs 3 38 per share in . the year 2010-11.

Networth of Company

Your Company's networth has increased to Rs. 2634 lacs as on 3103 2012 from Rs.2f.06 lacs as on 31 03.2011.

Outlook

Indian Wire and Cable industry will be contributory in growth . of industrial sector owing to huge investment in development of infrastructure by the government and private players. Eiowever. intense competition in markets and increasing cost of raw materials will be the challenging factors. Your Company

has coveted experience in manuiaciunng of wires and cables and competent to face the challenges. The Company is exploring the new markets in India and outside. The government has proposed huge investment in infrastructure, power and communication sectors, which may benefit the cable and wire industry. The Company expects better results in coming years under normal conditions.

Human Resources

Lluman resources are an integral and important part for the Company. Youi Company has put in place sound policies for ihe growth and progress of its employees. Further, it took . various steps to provide training and development opportunities to the employees to enhance their skills and knowledge. Employer-employee relations throughout the year remained very cordial. .

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. Directors

Mr. B.B. Chadha and Mrs.Rakesh Verma. Directors of your Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board of Directors recommends the re-appointment of Mr. B.B. Chadha and Mrs Rakesh Verma.

Directors' Responsibility Statement Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the accounts for the Financial Year ended 31jl March, 2012. the applicable Accounting Standards have been followed:

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit of the Company for the year under review;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. that the Directors have prepared the accounts for the Financial Year ended 31'1 March, 2012 on a 'going concern' basis.

Fixed Deposits

The Company has not accepted any fixed deposits during the year as per the provisions of Section 58-A of the Companies Act, 1956, and the Rules made there-under.

Green Initiative

Your Company follows the policy and law of the Ministry of Corporate Affairs in respect of ÃGreen Initiative in the Corporate Governance" by allowing paperless compliances by the Companies under its Circular Nos. 17/2011 & 18/2011 dated April 21, 2011 and April 29, 2011 respectively, allowing the despatch of notice / documents, including Annual Reports, etc., through e-mail to its members. Similarly, the amended Listing Agreement facilitated to send soft copies of the full Annual Report, containing its Balance Sheet, Statement of Profit & Loss and Directors' Report to all those Shareholders, who have registered their email address for the purpose.

The Board has decided to approach Shareholders to obtain their latest/updated e-mail address on which Annual Report and Accounts and other documents can be sent since next financial year to save paper and cost. Your cooperation is solicited.

Reply to Observation of the Auditors

With respect to the Auditors' observation in their report dated

29th May, 2012, it is submitted that the subject note is self-

explanatory.

Personnel

None of the Employee of the Company has received remuneration beyond the limits, as prescribed in Sub-section 2A of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975.

Auditors

M/s. S.R. Dinodia & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them for the Financial Year 2012-13. M/s. S.R. Dinodia & Co., have, under Section 224 (1-B) of the Companies Act, 1956, furnished a certificate of their eligibility for re-appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Information required under Section 217(1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are annexed to this report as Annexure-1.

Applicability of Clause 49 of the Listing Agreement In terms of SEBI Circular No.SEBI/CFD/DIIVCG/1/2004/12/10 dated October 29, 2004, Clause 49 of the Listing Agreement is not applicable to the Company. Hence, Management Discussion and Analysis Report and Corporate Governance Report have not been inserted in the Annual Report.

Listing of Shares -

Your company's shares are listed at Delhi Stock Exchange Association Limited (DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in respect thereof for the year 2012-13 has already been paid to the Stock Exchanges. Acknowledgement

Your Directors wish to record their warm appreciation for the valuable cooperation and support received from all the custom-

ers and suppliers, various Banks, Central and State Government Bodies, Auditors and Legal Advisors and other persons cpn- cerned with your Company. We would also like to express thanks to our Shareholders for their confidence and understanding. '

Last but not the least, we wish to place on record our apprecia- i

tion for the sincere services rendered by the employees and our colleagues at all levels.

For & on behalf of the Board of Directors

Place : New Delhi V.K. GUPTA

Date : August 7, 2012 Chairman & Managing Director

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 46th Annual Report together with the Audited Accounts for the year ended 31st March, 2011.

Financial Results (Rs. in Lacs)

2010-2011

Gross Sales 13435.76

Less : Excise 988.26

Net Sales 12447.50

Other Income 153.48

Total Expenditure 12447.99

Profit / (Loss) Before Tax 152.99

Less : Provision for Income Tax 55.80

Less : Deferred Ta x Asset Charge/(Release) (3.95)

Less : Provision for Wealth Tax 0.58

Less : Adjustment of taxes for earlier years 3.13

Net Profit / (Loss) 97.43

Performance

During the year under review, your company has achieved a turnover of Rs. 13435.76 lacs as against Rs. 15096.56 lacs in the previous year. The Net Profit before taxation is Rs. 152.99 lacs as against Rs. 281.78 lacs in the previous year. The performance for the year has been effected due to market condition for the industry.

Dividend

Inspite of lower profit, your Directors are pleased to recommend 10% Equity Dividend i.e., Re. 1.00 per share on the Paid up Equity Share Capital of the Company for the year 2010-11. Total dividend (including dividend tax) will absorb Rs. 33,47,208/- out of the profits available for the year 2010-11.

Future Outlook

The world economy is gradually coming out of the global recession. During 2010-11, the Indian economy saw acceleration in the pace of its growth due to a rebound in rural income with increase in agricultural production and a good industrial and service sector growth. The GDP growth projection for 2011-2012 is in excess of 8%.

Indian Wire and Cable industry will be on growing track in financial year 2011-12. However intense competition in market place and high volatility in the prices of key raw material will be the challenges to be met. Your Company has huge experience in manufacturing of wires and cables and ready to face the challenges. The Company is making endeavour to explore new customers in infrastructure, power and communication sectors and expect batter results in ensuing year.

Human Resources

Your Company recognizes that people are its principal assets and that its continued growth is dependent upon the Company's ability to attract and retain quality people.

Management places great emphasis on training, development, safety of the employees and environmental awareness. Employer-employee relations throughout the year remained cordial.

Quality Policy / Certification

The company is always committed to provide consistent good quality products to its customers world wide. 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 ISO9001:2008 in quality.

Directors

Shri Vijay Kumar Goel, Director of the Company, retiring by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

Shri M.P. Mehrotra, Director of the Company, retiring by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The five years term of Shri V.K. Gupta, Chairman & Managing Director has expired on 31st May, 2011. The Board of Directors has approved his re-appointment for a period of five years w.e.f. 1st June, 2011, in their meeting held on 30th May 2011, Subject to approval of shareholders in their ensuing General Meeting and the Central Government.

Directors' Responsibility Statement Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit of the Company for the year under review;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. that the Directors have prepared the accounts for the financial year ended 31st March 2011 on a 'going concern' basis.

Fixed Deposits

The Company has not accepted any fixed deposits during the year as per the provisions of Section 58-A of the Companies Act, 1956, and the Rules made there under, and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Reply to Observation of the Auditors

With respect to the Auditors observation in para 'f' of their report dated 30th May 2011, it is submitted that the subject note is self -explanatory.

Personnel

None of the Employee of the Company has received remuneration beyond the limits as prescribed in Sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

During the year ended 31st March 2011 total remuneration allowable to Sh. V.K. Gupta, Chairman and Managing Director of the Company was Rs 43,94,227, being Rs. 6,38,227 as normal remuneration for the period from 01.04.2010 to 30.06.2010 and Rs 37,56,000 being the remuneration as approved by the Central Government for the period from 01.07.2010 to 31.03.2011.

During the year ended 31st March 2011 total remuneration allowable to Sh. Vivek Gupta, Joint Managing Director of the Company was Rs. 33,51,233, being Rs. 8,00,566 as normal remuneration for the period from 01.04.2010 to 31.07.2010 and Rs. 25,50,667 being the remuneration as approved by the Central Government for the Period from 01.08.2010 to 31.03.2011.

The total remuneration during the year ended 31st March 2011 was paid, Rs. 25,52,908 to Sh. V.K. Gupta, Chairman and Managing Director of the Company and Rs. 24,01,700 to Sh Vivek Gupta, Joint Managing Director of the Company.

Auditors

M/s. S.R. Dinodia & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them for the Financial Year 2011-12. M/s. S.R. Dinodia & Co., have, under Section 224 (1-B) of the Companies Act, 1956, furnished a certificate of their eligibility for re-appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed to this report as Annexure -I.

Applicability of Clause 49 of the Listing Agreement

In terms of SEBI Circular SEBI/CFD/DIL/CG/1/2004/12/10 dated October 29, 2004, Clause 49 of the Listing Agreement in not applicable to the Company, hence Management Discussion and Analysis Report and Corporate Governance Report have not been inserted in the Annual Report.

Listing of Shares

Your company's shares are listed at Delhi Stock Exchange Association Limited (DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in respect thereof, for the year 2011-12 has already been paid to the Stock Exchanges.

Acknowledgement

Your Directors wish to record their warm appreciation for the valuable co-operation and support received from all the customers and suppliers, various Banks, Central and State Government Bodies, Auditors and Legal Advisors for their co operation and to all the persons who reposed faith and trust in us. We would also like to express thanks to our Shareholders for their confidence and understanding.

Last but not the least, we wish to place on record our appreciation for the sincere services rendered by the employees and our colleagues at all levels.

For & on behalf of the Board of Directors

V.K. GUPTA Chairman & Managing Director

Place : New Delhi Date : August 8, 2011

Mar 31, 2010

The Directors have pleasure in presenting the 45th Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

Financial Results (Rs. in Lacs) 2009-2010

Gross Sales 15096.56

Less: Excise 976.21

Net Sales 14120.35

Other Income 34.26

Total Expenditure 13872.83

Profit / (Loss) Before Tax 281.78

Less : Provision for Income Tax 101.50

Less: Deferred Tax Asset Charge/(Release) (4.01)

Less : Provision for Wealth Tax 0.32

Less : Adjustment of taxes for earlier years 0.26

Net Profit /(Loss) 183.71

Performance

During the year under review, your company has achieved a turnover of Rs 15096.56 lacs as against Rs.18151.61 lacs in the previous year. During the year the management strategy was to focus on profitable business and the company has not participated in the lower margin business. Due to adverse market conditions,turnover has declined by 16.83%, butyour company has managed to improve operational profit to Rs. 281.78 lacs as against Rs. 56.81 lacs in the previous year. The Net Profit after tax for the year has marginally increased to Rs. 183.71 lacs against Rs. 174.98 lacs in the previous year.

Dividend

Your Directors are pleased to recommend 10% Equity Dividend i.e., Re. 1.00 per share on the Paid up Equity Share Capital of the Company for the year 2009-10. Total dividend (including dividend tax) will absorb Rs. 33,69,456/- out of the profits available for the year 2009-10.

Future Outlook

During the year 2009-10 the Indian Economy witnessed recovery from the global slowdown with strong domestic consumption and demand. Indian Cable and Wire industry playing a major role in infrastructure, power and communication sectors is expected to grow at appx. 10% annum. However, due to intense competition and volatility of input costs, the margin in cable and wire products is likely to be reduced further. However, your company with an experience of 50 years in the industry and a trusted name for high quality products is fully prepared to face the future challenges. Your directors are committed to strive for achieving better performance in the current financial year.

Human Resources

The company recognise the value of committed workers at all levels as a key factor for the growth of the company. Measures for training, development, safety of the employees and environmental awareness received the top priority of the Management. Employer-employee relations throughout the year remained cordial.

Quality Policy / Certification

The comyany is always committed to provide consistent good quality products to its customers world wide. 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 ISO9001:2008 in quality. Directors

Shri S.S. Malhotra Director of the Company retiring by rotation at the ensuing Annual General Meeting expressed his inability for reappointment. Your Directors place on record the valuable contribution made by him during his tenure.

Shri A. Karati, Directors of the Company, retiring by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

Mrs Rakesh Verma has been appointed as an Additional Director of the Company w.e.f.l3lh August, 2010 to hold office upto the date of the ensuing Annual General Meeting and being eligible for appointment at the ensuing Annual General Meeting.

The five years term of Shri Vivek Gupta, Joint Managing Director is expiring on 3 lsl July, 2010. The Board of Directors has recommended his re-appointment for a period of five years w.e.f. 1st August, 2010. The matter is being put up before the members of the company at the ensuing Annual General Meeting for their approval.

The Board of Directors in their meeting held on 13lh August, 2010 resolved to appoint Mrs Rakesh Verma as Whole Time Director w.e.f. 01.10.2010. The matter is being put up before the members of the company at the ensuing Annual General Meeting for their approval.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the accounts for the financial year ended 31s March 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit or loss of the Company for the year under review;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. that the Directors have prepared the accounts for the financial year ended 31s1 March 2010 on a going concern basis.

Fixed Deposits

The Company has not accepted any fixed deposits during the year as per the provisions of Section 58-A of the Companies Act, 1956, and the Rules made there under, and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Reply to Observation of the Auditors

The Auditors in their report, have drawn attention to note No. B-2 of Schedule 17 to the Balance Sheet of the Company regarding the Opinion on the Recoverability. In this reference the management stated that there is one case pending before the Honble High Court. In other matters, the company has filed criminal complaints for recovery of amount of bounced cheques under section 138 of Negotiable Instruments Act.

The company is following the process of recovery of the amount from the parties in above cases. Management considers these debts good for recovery.

Personnel

The information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 forms part of this report as Annexure-I.

Auditors

M/s. S.R. Dinodia & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them for the Financial year 2010-11. M/s. S.R. Dinodia & Co., have, under Section 224 (1-B) of the Companies Act, 1956, furnished a certificate of their eligibility for re-appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Information required under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed to this report as Annexure -II.

Listing of Shares

Your companys shares are listed at Delhi Stock Exchange Association Limited (DSE) and Bombay Stock Exchange Ltd. (BSE). The listing fee in respect thereof, for the year 2010-11 has already been paid to the Stock Exchanges.

Acknowledgement

Your Directors wish to record their warm appreciation for the valuable co-operation and support received from all the customers and suppliers, various Banks, Central and State Government Bodies, Auditors and Legal Advisors for their co operation and to all the persons who reposed faith and trust in us. We would also like to express thanks to our Shareholders for their confidence and understanding.

Last but not the least, we wish to place on record our appreciation for the sincere services rendered by the employees and our colleagues at all levels.

For & on behalf of the Board of Directors

Place: New Delhi V.K. GUPTA

Dated: August 13,2010 Chairman & Managing Director

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