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Cords Cable Industries Ltd.

BSE: 532941 Sector: Engineering
NSE: CORDSCABLE ISIN Code: INE792I01017
BSE LIVE 15:40 | 09 Dec 58.50 1.25
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NSE LIVE 15:47 | 09 Dec 57.90 1.10
(1.94%)
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OPEN 58.00
PREVIOUS CLOSE 57.25
VOLUME 15183
52-Week high 74.40
52-Week low 35.35
P/E 19.24
Mkt Cap.(Rs cr) 75.64
Buy Price 58.50
Buy Qty 410.00
Sell Price 0.00
Sell Qty 0.00
OPEN 58.00
CLOSE 57.25
VOLUME 15183
52-Week high 74.40
52-Week low 35.35
P/E 19.24
Mkt Cap.(Rs cr) 75.64
Buy Price 58.50
Buy Qty 410.00
Sell Price 0.00
Sell Qty 0.00

Cords Cable Industries Ltd. (CORDSCABLE) - Director Report

Company director report

To

Dear Members

Your Directors have pleasure in presenting the 24th Annual Report of your companytogether with the audited statement of accounts for financial year ended March 31 2015.

FINANCIAL HIGHLIGHTS (Rs. in Lacs)
Particulars FY 2014-15 FY 2013-14
Revenue from Operations 26502.70 26299.24
Other Income 191.46 185.53
Total Income 26694.16 26484.77
Operating Expenditure 23774.23 23717.81
Profit before interest tax and depreciation (PBITD) 2919.94 2766.96
Finance Cost 1998.68 1965.92
Depreciation 541.13 499.19
Profit before tax (PBT) 380.13 301.85
Provision for Tax 109.93 98.40
Profit after Tax (PAT) 270.20 203.45
Profit brought forward from previous year 4533.57 4389.95
Profit available for appropriations 4803.77 4593.40
Appropriations:
Proposed Dividend (Preference Dividend) 16.00 16.00
Corporate Dividend Tax 3.20 2.72
Transferred to General Reserve - -
Profit carried forward 4784.57 4574.68

COMPANY’S PERFORMANCE/STATE OF COMPANY’S AFFAIRS

During the year under review your company’s total revenue stood at Rs. 26694.16lacs as against Rs. 26484.77 lacs in the previous year. Your Company earned profit beforeinterest tax and depreciation of Rs. 2919.94 lacs as against a PBITDA of Rs. 2766.96 lacsin the previous year. The interest cost was Rs. 1998.68 lac as against Rs. 1965.92 lacs inthe previous year.

Your company earned profit after tax for the year of Rs. 270.20 lacs as against a PATof Rs. 203.45 lacs earned in the previous year. Even though your company witnessed a jumpin its Profits in FY’14-15 visa-vis FY’13-14 yet your company earned inadequateprofits in the fiscal in respect of the remuneration payable to its managerial person(s).Major reason for earning inadequate profits in the year had been the inability of thecompany in producing the desirable projected volumes in the fiscal due to which itsrevenues saw a growth of just under 1% in FY’14-15.

Your Company has been earning profits in its operations since inception. However theoverall economy as a whole affected the profitability of the Company. Also generalworldwide economic slowdown had also adversely resulted in inadequate profits during thefinancial year 2014-15. During past few years due to overall adverse economic environmentaround the country the investments in new projects were put on hold by most of thecompanies. The increase in the net sales was not at par with the expectations marginallydue to lower realizations delayed and slow pick-up of the finished goods by the customersand consequently the profits were further impacted. Nevertheless since your Company isengaged in cable manufacturing products used in projects hence demand is likely toincrease significantly as Government of India has focused again on infra projects andapprovals and investments in new projects will entail higher turnover of the Company whichwill ultimately increase the profitability of the Company. Also your company has beencontinuously working upon achieving better efficiencies cutting costs at every stage ofproduction better preventive maintenance making product mix having higher contributionand achieving higher production so that your company can achieve the scale of economy andmaintain higher margin of profit. Expectation of your company in terms of increase in itsprofits is in line with the increase in its activity and market penetration in thepotentially improving macroeconomic scenario in the country. Further interest rates arelikely to soften in near future and your company is expected to save significantly on itsinterest outgoes. Additionally with the ongoing repayment of term loans availed forproject financing your company is expected to save on its financial expenses.

Newly added prestigious export/domestic clients

No major push in project implementation and new projects in the country were witnessedin the FY 2014-15 and thus as such there may have not been any major impact on the orderbooking and execution for cable industry per-se in the FY 2014-15.

However your company being a leading manufacturer of Control and Instrumentationcables in the country has been sailing well through a very competitive market and has beensuccessful in achieving sales revenue of over Rs. 265 crore with a profit after tax ofover Rs. 270 lacs as for FY’14-15.

Your company has also been successful in booking orders from new EPC contractors likeBombardier Welspun GE ABB Global Alstom Transport etc. and has also been able tomaintain sustainable order booking and sales revenues from existing customers likeL&T Siemens EIL NTPC BHEL etc. Your Company is also envisaging developing projectsfor use in freight corridor smart city railway signalling and protection system andinfrastructure projects.

CAPITAL STRUCTURE

The Authorised Capital of the Company is Rs. 156000000/- (Rupees Fifteen CroresSixty Lacs Only) divided into 12000000 (One Crore Twenty Lacs) Equity Shares of Rs.10/- (Rupees Ten) each and 360000 (Three Lacs Sixty Thousand) Preference Share ofRs.100/- (Rupees Hundred) each.

APPROPRIATIONS:

a) Transfer to Reserves

During the Financial year ended on March 31 2015 no amount has been transferred toreserves.

b) Dividend

Your Directors has recommend dividend @ 10% on 160000 Non convertible cumulativepreference shares of rupees 100 each. The Board of Directors after duly considering therequirement of funds for Working Capital and repayment of loan instalments have notrecommended any dividend on equity shares for the year under review in view to furtherstrengthen the financial position of your Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A and 205C of the Companies Act 1956 yourCompany has transferred Rs. 51975/- (Rupees Fifty One Thousand Nine Hundred and SeventyFive only) to the Investor Education and Protection Fund during the year 2014-15. Thisamount was lying as unpaid Share application money received by the company for allotmentof Shares and is due for refund for a period of seven years after allotment of Shares.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed amounts lying with the Company ason September 22 2014 (date of last Annual General Meeting) on the Company’s website(www.cordscable.com) as also on the Ministry of Corporate Affairs’ website.

Your Directors draw attention of the members to Note xv of General ShareholderInformation to the corporate governance report which sets out information relating tooutstanding dividend accounts and the dates by which dividend can be claimed by theshareholders.

LISTING OF SHARES

The shares of the Company are listed on the National Stock Exchange of India Limited(NSE) and BSE Limited (BSE). The listing fee for the year 2015-16 has already been paid tothe stock exchanges.

ISO CERTIFICATES

Your company is to be awarded the globally recognized prestigious ISO 9001 ISO14001:2004 and BS OHSAS 18001:2007 Certification for meeting international standards ofQuality Environmental Occupational Health and Safety Management Systems.

CREDIT RATING

CARE maintained the credit rating for the company’s long term and short term debtat BBB and A3 respectively.

MATERIAL CHANGES AND COMMITMENTS

On April 11 2015 the Share Purchase Agreement has been executed between"Purchaser Promoter" Consisting of Mr. Naveen Sawhney Managing Director of thecompany and "Seller Promoter Group" consisting of Mr. Devender Kumar PrasharMrs. Adesh Prashar Mr. Rahul Prashar Mr. Amit Prashar with Company as a confirmingparty for giving effect to Inter-se-transfer among the Promoters Groups. After thetransaction Mr. Naveen Sawhney Promoter Director of the Company has acquired 3323173equity share aggregating to 29.08% of the total paid up share capital of the company from"Seller Promoter Group" at a price of Rs. 32.25(Rupees Thirty Two and paisaTwenty Five only) per share. Upon completion of formalities in this regard individualshareholding of Mr. Naveen Sawhney in the company has been increased from 2724849(23.84%) equity shares to 6048022 (52.92%) equity shares. However his holding togetherwith persons acting in concert will remain same at 6646438 Equity Shares (58.16%) as theaforesaid proposed transaction is inter-se between and amongst the Promoter Group only.

Apart from these there have been no other material changes and commitments affectingthe financial position of the Company occurred between the end of the financial year andthe date of this Report.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the financial yearended March 31 2015.

DETAILS OF ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS

During the period under review no material order has been passed by any regulator orcourt excepting to the extent as may be mentioned in the Notes to Accounts attached to theFinancial Statements forming part of the Annual Report.

DEPOSITS FROM PUBLIC

Your Company has not accepted any deposits from public under section 73 of theCompanies Act 2013 and as such no amount on account of principal or interest on depositsfrom public was outstanding as on the date of the balance sheet.

PARTICULARS OF SUBSIDARIARIES JOINT VENTURES AND ASSOCIATES

As on date of this report your company does not have any subsidiary joint venturesand Associate Company. Further during the period under review no company become or ceasedto be its subsidiaries joint venture or Associate Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. During the yearthe Company had not entered into any contract or arrangement with related parties whichcould be considered material in accordance with the policy of the Company on materialityof related party transactions.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm’s Length basis. No Material Related Party Transactions i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements were entered during the year by your Company. Accordinglythe disclosure of Related Party Transactions as required under Section 134(3) (h) of theCompanies Act 2013 in Form AOC 2 is not applicable.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company’s website at thelink: http://cordscable.com/ cordscable/corporate.php.

Your Directors draw attention of the members to Note 34 to the financial statementwhich sets out related party disclosures.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability hereby state and confirm that: a) in the preparationof the annual accounts the applicable accounting standards had been followed along withproper explanation relating to material departures; b) the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit of the company for thatperiod; c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;d) the directors had prepared the annual accounts on a going concern basis; and e) thedirectors had laid down internal financial controls to be followed by the company and suchinternal financial controls were adequate and were operating effectively. f) the directorshad devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company’s internal financial controls were adequate and effective during thefinancial year 2014-15.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 152 schedule IV and other applicableprovisions if any of the Companies (Appointment and Qualification of Directors) Rules2014 Mr. Om Prakash Bhandari and Mr. Ajit Kumar Sahay were appointed as independentdirectors at the 23rd annual general meeting of the Company held on September 22 2014 tohold office for a period of one year from 01.04.2014 to 31.03.2015. The terms andconditions of appointment of independent directors are as per Schedule IV of the Act. Theyhave submitted a declaration that each of them meets the criteria of independence asprovided in Section 149(6) of the Act and there has been no change in the circumstanceswhich may affect their status as independent director during the year. The Independentdirectors had no pecuniary relationship or transactions with the Company.

At the aforementioned Annual General Meeting Mr. Naveen Sawhney and Mr. Devender KumarPrashar who retire by rotation and being eligible has offered themselves forre-appointment were reappointed.

Appointments:

During the year the Board of Directors upon the recommendations of the Nomination andRemuneration Committee in their meeting held on January 10 2015 has appointed Mr. VijayKumar as an Additional Director (designated as Independent Director) with effect fromJanuary 10 2015 and subject to approval of company in general meeting he shall holdoffice for a period of one year and shall not be liable to retire by rotation. Beingeligible he offered himself to be appointed as the Independent Director of your Company.

During the year under review Mrs. Asha Bhandari was appointed as Additional (woman)Director with effect from April 01 2015 Mr. Vimal Dev Monga was appointed as AdditionalDirector (designated as Independent Director) on April 23 2015 in the Board of theCompany and subject to approval of company in general meeting they shall hold office for aperiod of one year and shall not be liable to retire by rotation. Being eligible theyoffered themselves to be appointed as the Independent Director of your Company.

Also on May 30 2015 Mr. Sanjeev Kumar was appointed as Additional Director (WholeTime Director) in the Board of the Company and subject to approval of company in generalmeeting he shall hold office for a period of five year and shall be liable to retire byrotation.

The resolutions seeking approval of the Members for the appointment of Mr. Vijay KumarMrs. Asha Bhandari Mr. Vimal Dev Monga and Mr. Sanjeev Kumar have been incorporated inthe notice of the forthcoming annual general meeting of the Company along with briefdetails about them. Being eligible he offered himself to be appointed as the IndependentDirector of your Company.

All Independent Directors have given declarations that they meet criteria ofIndependence as laid down under section 149(6) of the Companies Act 2013 and clause 49 ofthe Listing Agreement. Company has also received notice in writing u/s 160 of the Act frommembers proposing the candidature of all the directors seeking appointment for the officeof Director.

Resignations:

Mr. Devender Kumar Prashar (Joint Managing Director) resigned as Whole Time Directorwith effect from April 21 2015 and due to personal reasons Mr. N.K. Balasubramanian hasresigned as Independent Director with effect from July 01 2014.

Also Mr. Om Prakash Bhandari and Mr. Ajit Kumar Sahay ceased to be the Directors ofthe Company upon completion of tenure i.e. on March 31 2015.

The Board places on record its gratitude for the services rendered by Mr. DevenderKumar Prashar as Whole Time Director and Mr. N.K. Balasubramanian Mr. Ajit Kumar SahayMr. Om Prakash Bhandari as Independent Directors during his long association with thecompany.

In term of Section 203 of the Company’s Act 2013 and rules made thereunder theappointments of Mr. Naveen Sawhney (Managing Director) Mr. Devender Kumar Prashar* (JointManaging Director) Mr. Vinod Kumar Beri (Chief Executive Officer) Mr. Manoj Kumar Gupta(Chief Financial Officer) and Ms. Garima Pant (Company Secretary) as key managerialpersonnel of the Company were formalised.

*resigned w.e.f. 21.04.2015

DECLARATION BY INDEPENDENT DIRECTOR(S)

Your company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of Independencelaid down in Section 149(6) of the Companies Act 2013 and Clause-49 of ListingAgreement.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met 15 (Fifteen) times during the financial year. For details of the meetingsof the Board please refer to the corporate governance report which forms part of thisAnnual Report. The intervening gap between the meetings was within the period prescribedunder the Companies Act 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance that of its Committees and individual director. The Company has adoptedadequate policy for the evaluation of its director including independent director and forthe evaluation of the performance of Board and its committees; the above referredevaluation has been made in accordance with the stated policy.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

In adherence of section 178(3) of the Companies Act 2013 the Board of Directors ofthe Company in its Meeting held on April 01 2015 approved a Nomination and RemunerationPolicy in order to comply with the provisions u/s 178 of Companies Act 2013 and Clause 49of the Listing Agreement based on the recommendations of the Nomination and RemunerationCommittee. The broad parameters covered under the Policy are – Appointment criteriaand qualifications of Directors (including Independent Director) policy relating toremuneration for Directors Key Managerial Personnel and other employees framework forperformance evaluation of Independent Directors other Directors and the Board and Policyon Board Diversity.

The Company’s policy on directors’ appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the Annual Report and may be accessed on theCompany’s website at the link: http://cordscable.com/cordscable/ corporate.php.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this Annual Report. Board of your Company hasaccepted all the recommendations of the Audit Committee hence reasons for not acceptingsuch recommendations does not applicable.

AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s Sharma Goel & Associates LLP Chartered Accountants (FRN: 000643N) will retireat the conclusion of ensuing

Annual General Meeting and are eligible for re-appointment as per the Certificatefurnished by them under Section-139(1) of the Companies Act 2013 read with Companies(Audit and Accounts) Rules 2014.

The Board recommends the re-appointment of M/s Sharma Goel & Associates LLPChartered Accountants as Statutory Auditors.

Statutory auditors’ report

The Auditors Report to the members on the Accounts of the company for the financialyear ended on March 31 2015 does not contain any qualification. The Notes to Accountsreferred to in the Auditors Report are Self -explanatory and therefore do not requirefurther comments.

Cost Auditors

M/s S. Chander & Associates Cost Accountants (Firm Regn. No. 100105) who hasgiven their consent in writing to act as Cost Auditor were appointed as the Cost Auditorof the Company to audit the cost records maintained by the company for the financial year2014-15 at a remuneration of Rs. 100000/-(Rupees One Lac only) p.a. plus service tax andout of pocket expenses incurred in connection with the aforesaid audit. As required underthe Companies Act 2013 the remuneration payable to the Cost Auditor is required to beplaced before the members for ratification.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s GuptaGulshan & Associates Company Secretaries were appointed as the Secretarial Auditorsof the Company to carry out the secretarial audit for the financial year ended on 31stMarch 2015.

Secretarial audit report

The Secretarial Audit report is annexed herewith as ANNEXURE 1. As regard regardto observations of Secretarial Auditor of the Company your directors submitted their Parawise reply as under:

1. Company was in the process to appoint the right candidate at the Board as womandirector and that the Company in all good earnest and intentions to comply with theprovisions had appointed Mrs. Asha Bhandari as Independent Director (Woman Director)01.04.2015. Delay of only one day happened due to fact that it was not feasible to conductthe meeting of Board on or before 31.03.2015.

2. Provisions of Section 203 of the Companies Act 2013 were come into force w.e.f.01.04.2015 and accordingly company was required to appoint CFO. As no timeline wasmentioned in the provisions hence efforts were made to appoint a suitable person as CFO ofthe Company. Process was initiated and accordingly CFO was appointed by the Board in itsmeeting held on 01.04.2015. Prior to appointing CFO company has employed duly qualifiedChartered Accountant designated as G. M. (Finance and Accounts). Hence there was onlydifference of nomenclature of designation that too was complied with by appointing CFO on01.04.2015.

3. In order to meet the requirement of funds for Working Capital and repayment of loaninstalments company could not spend any amount in the CSR activities during the financeyear 2014-15. However efforts shall be made to contribute towards CSR activities duringF.Y. 2015-16.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 of COMPANIES ACT2013.

During the financial year ended on March 31 2015 no loan investments and guaranteesmade/ given by the Company u/s 186 of the Companies Act 2013.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Control System of the Company has been devised through its extensiveexperience that ensures control over various functions of its business. The Companypractices Quality Management System for Design Planning Production and Marketing.Periodic audits conducted by Internal Auditors and Statutory Auditors provide meanswhereby any weakness whether financial or otherwise is identified and rectified in timeThe details in respect of internal financial control and their adequacy are also includedin the Management Discussion and Analysis which forms part of this report.

RISK MANAGEMENT POLICY

The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls.

Your directors also periodically review the risks associated with the business orthreaten the prospectus of the company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section-135 of Companies Act 2013 the Board ofDirectors of the company at their meeting held on August 14 2014 has approved theconstitution of CSR Committee comprises of four directors viz. Mr. Naveen Sawhney Mr.Devender Kumar Prashar Mr. Ajit Kumar Sahay and Mr. Om Prakash Bhandari. This committeewas reconstituted on April 01 2015 and April 23 2015 and as on date of this report thecommittee comprises of Four Directors i.e. Mr. Naveen Sawhney Mrs. Asha Bhandari Mr.Vimal Dev Monga and Mr. Vijay Kumar. Details regarding the constitution roles andfunctions of the Corporate Social Responsibility Committee are given in the Report onCorporate Governance.

The said Committee has been entrusted with the responsibility of formulating andrecommending to the Board a Corporate Social Responsibility Policy (CSR Policy)indicating the activities to be undertaken by the Company monitoring the implementationof the framework of the CSR Policy and recommending the amount to be spent on CSRactivities if any.

Disclosure on Companies (Corporate Social Responsibility (CSR) Policy) Rules 2013 isset out herewith as ANNEXURE - 2 to this Report.

WHISTLEBLOWER POLICY

The Company has in place a Vigil Mechanism i.e. whistleblower policy to deal withunethical behavior victimization fraud and other grievances or concerns if any. Theaforementioned whistleblower policy can be accessed on the Company’s website:http://cordscable.com/cordscable/corporate.php.

DISCLOSURE REQUIREMENTS

As per Clause 49 of the listing agreements entered into with the stock exchangescorporate governance report with auditors’ certificate thereon and managementdiscussion and analysis are attached which form part of this report.

Details of the familiarization programme of the independent directors are available onthe website of the Company (http://cordscable.com/cordscable/corporate.php.) The Companyhas adopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company. The Coderequires pre-clearance for dealing in the Company’s shares and prohibits the purchaseor sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated persons have confirmed compliance with the Code.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The information regarding conservation of energy and technology absorption is annexedherewith as

‘ANNEXURE-3’.

FOREIGN EXCHANGE EARNING AND OUTGO

(a) Activities relating to export initiatives taken to increase exports development of new export markets for products and export plans During the year under review the Company’s products were exported mainly to Middle-East countries. Company participated in Exhibitions Technical Seminars & Conferences in foreign countries for promotion of its products. Efforts continue to enlarge the geographical reach on export market in order to maximize foreign exchange inflow and every effort made to minimize the foreign exchange outflow.
(b) Total Foreign Exchange used & earned:
Earnings Rs. 684.39 Lacs
Outgo Rs. 2943.62 Lacs

PARTICULARS OF EMPLOYEES

Details containing the name and other particulars of employees in accordance with theprovision of Section 197(12) of the Companies Act 2013 read with the CompaniesAppointment and Remuneration of Managerial Personnel) Rules 2014 is appended as ANNEXURE– 4 to the Board’s Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance andadhere to the Corporate Governance Requirements set out by SEBI.

A separate report on Corporate Governance forms part of the Annual Report along withthe Auditor’s Certificate on Compliance. Certificate from M/s Gupta Gulshan &Associates Company Secretaries regarding compliance with the conditions of CorporateGovernance as stipulated in Clause 49 of the Listing Agreement has been obtained and isannexed at the end of Corporate Governance Report. Further the Company regularly submitsthe quarterly corporate governance compliance report to Stock Exchanges.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis as stipulated under Clause 49 of the ListingAgreement with the Stock Exchanges is provided in a separate section and forms part ofthis Report.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT – 9 in accordance with Section92(3) of the Companies Act 2013 read with the Companies (Management and Administration)Rules 2014 are set out herewith as ANNEXURE - 5 to this Report.

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION

Mr. Naveen Sawhney Managing Director and Mr. Manoj Kumar Gupta Chief Financial Officerhas given a certificate to the Board as contemplated under Clause 49 of the ListingAgreement with the Stock Exchanges provided in a separate section as ANNEXURE - 6and forms part of this Report.

DISCLOSURE FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company believes in providing a safe and harassment free workplace for every womanworking with the company. The Company endeavours to create and provide an environment thatis free from discrimination and harassment including sexual harassment.

The company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment as per applicable provisions.

As on date of this report Internal Complaints Committee has not received any complaintpertaining to sexual harassment and no complaint is pending for disposal before theCommittee.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the Green Initiative in Corporate Governance introduce by the Ministry ofCorporate Affairs vide its circular no. 17/2011 dated 21.04.2011 we started asustainability initiative with the aim of going green and minimizing our impact on theenvironment.

Electronic copies of the Annual Report 2015 and Notice of the 24th Annual GeneralMeeting are sent to all members whose email addresses are registered with the company/Depository participants. For members who have not registered their e mail addressesphysical copies of Annual Reports 2014-15 and Notice of the 24th Annual General Meetingare sent in the permitted mode. Members requiring physical copies can send a request toCompany Secretary.

The Company is providing e voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in the notice. This is pursuant tosection 108 of Companies Act 2013 and Companies (Management and Administration) Rules2014. The instructions for e voting are provided in the Notice.

The Company is also periodically uploading Annual Reports Financial Results andShareholding Pattern etc. on its website viz. www.cordscable.com within the prescribedtime limit.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the commitmentdedication and hard work done by the employees in the Company and the cooperation extendedby Banks Financial Institutions Securities and Exchange Board of India Governmentauthorities Statutory authorities customers and shareholders of the Company and looksforward to a continued mutual support and cooperation.

ON BEHALF OF THE BOARD OF DIRECTORS
New Delhi Naveen Sawhney Sanjeev Kumar
August 14 2015 Managing Director Whole Time Director
DIN : 00893704 DIN : 07178759

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