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Cords Cable Industries Ltd.

BSE: 532941 Sector: Engineering
NSE: CORDSCABLE ISIN Code: INE792I01017
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VOLUME 4751
52-Week high 153.50
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P/E 32.27
Mkt Cap.(Rs cr) 171
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OPEN 138.50
CLOSE 134.00
VOLUME 4751
52-Week high 153.50
52-Week low 49.50
P/E 32.27
Mkt Cap.(Rs cr) 171
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cords Cable Industries Ltd. (CORDSCABLE) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 26th Annual Report of your companytogether with the audited statement of accounts for financial year ended March 31 2017.

FINANCIAL RESULTS

(INR in Lacs)

Particulars FY 2016-17 FY 2015-16
Revenue from Operations 32340.92 28332.70
Other Income 210.83 188.93
Total Income 32551.75 28521. 63
Operating Expenditure 29044.25 25405.83
Profit before interest tax and depreciation (PBITD) 3507.49 3115.80
Finance Cost 2194.48 2086.75
Depreciation 545.25 541. 67
Profit before tax (PBT) 767.76 487.38
Provision for Tax 264.55 176.80
Profit after Tax (PAT) 503.21 310.58
Profit brought forward from previous year 5075.90 4784.57
Profit available for appropriations 5579. 10 5095. 16
Appropriations:
Proposed Dividend (Preference Dividend) 14.00 16.00
Corporate Dividend Tax 2.85 3.26
Transferred to General Reserve - -
Profit carried forward 5562.25 5075.90

COMPANY’S PERFORMANCE / STATE OF COMPANY’S AFFAIRS

During the year under review your company's total revenue stood at Rs . 32551.74 lacsas against Rs . 28521.63 lacs in the previous year. Your Company earned Profit BeforeInterest Tax and Depreciation of Rs . 3507.49 lacs as against a PBITDA of Rs . 3115 .80 lacs in the previous year. The finance cost was Rs. 2194.48 lac as against Rs .2086.75 lacs in the previous year

Your company earned profit after tax for the year of Rs. 503.21 lacs as against a PATof Rs. 310. 58 lacs earned in the previous year. Even though your company witnessed a jumpof over 62% in its Profits (after tax) in FY'16-17 vis-a-vis FY'15-16 in respect of theremuneration payable to the managerial person(s) it earned inadequate profits in thefiscal.

Your Company has been profitable since inception. However the profitability wasimpacted due to high working capital requirements which is a common phenomenon in thisindustry. In the past due to weak economic conditions investments in new projects bothby private sector as well as government sector were put on hold resulting in a slow pickupin demand . But the landscape is now gradually changing with Government's focus onInfrastructure development leading to a push in such projects . This augurs well for ourindustry. With infrastructure projects in Railways Metros Airport modernization OilRefineries Real Estate etc. picking up demand for our products will also increase Alsothe softening interest rate scenario in the country and the repayment of term loans forproject financing will enable your company to save on its Interest outgo . Further yourcompany has been continuously working upon improving efficiencies cutting of costs anddeveloping higher margin products. Your company is confident that all these efforts willresult in an improvement in its performance and will further help in increasing its marketshare

Newly added prestigious export/domestic clients

Your company being a leading manufacturer of Controls and Instrumentation cables inthe country enjoys strong brand image in the country.

During the year Your Company was successful in adding new clients which includes namessuch as Bombardier Welspun GE ABB Global Alstom Trasnsport etc . and it has also beenable to maintain its relationship and garner regular business from existing clients likeL&T Siemens EIL NTPC BHEL etc.

Your Company's current focus is on increasing its business from Freight Corridor SmartCities Mission Railway signalling and Protection systems and Infrastructure projects .

CAPITAL STRUCTURE

The Authorised Capital of the Company is Rs. 171000000/- (Rupees Seventeen CroresTen Lakhs Only) divided into 13500000 (One Crore Thirty Five Lacs) Equity Shares of Rs.10/- (Rupees Ten) each and 360000 (Three Lacs Sixty Thousand) Non Convertible CumulativeRedeemable Preference Share of Rs . 100/- (Rupees Hundred) each.

APPROPRIATIONS:

a) Transfer to Reserves

During the Financial year ended on March 31 2017 no amount has been transferred toreserves .

b) Dividend

Your directors have recommend dividend @ 10% p. a . on:

• No(s) 160000 Non Convertible Cumulative Preference Shares @10% p.a. fromApril 2016 till the date of redemption i . e . 14 . 11. 2016 .

• No(s) 160000 Non Convertible Cumulative Preference Shares @10% p.a. from thedate of issue (issued in various trenches) till March 31 2017 .

The Board of Directors after duly considering the requirement of funds for WorkingCapital and repayment of loan instalments have not recommended any dividend on equityshares for the year under review in view to further strengthen the financial position ofyour Company.

HUMAN RESOURCES

Our relations with the employees are very cordial . Your Directors would like to placeon records their appreciation of the commitment and efficient services rendered by allemployees of the company without whose whole hearted efforts the overall satisfactoryperformance of the company would not have been possible .

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 125 of the Companies Act your Company hastransferred Rs 47653/- (Rupees Forty Seven Thousand Six Hundred and Fifty Three only) tothe Investor Education and Protection Fund during the year 2016-17 . This amount waslying as unpaid/unclaimed divided amount with the Standard Chartered Bank for a period ofseven years from the date they became due for payment

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 30 2016 (date of last Annual General Meeting) on the Company's website (www.cordscable. com) as also on the Ministry ofCorporate Affairs' website

Your Directors draw attention of the members to Note xiii 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 2017-18 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

Credit Analysis and Research Ltd. maintained the credit rating for the company's longterm and short term debt at CARE BBB- ; Stable (Triple B Minus; Outlook: Stable) and CAREA3 (A Three) respectively.

MATERIAL CHANGES AND COMMITMENTS

During the period under review your company has redeemed No(s) 160000 Nonconvertible cumulative redeemable preference shares allotted No(s) 80000 each to Mr.Naveen Sawhney and Mr. Devender Kumar Prashar Your company has also issued and allottedNo(s) 160000 Non convertible cumulative redeemable preference shares of Rs . 100 eachto Mr. Naveen Sawhney.

The above mentioned Preference Shares are not listed in any of the Stock Exchanges .

During the year under review M/s Alok Misra & Co Chartered Accountants (FirmRegistration No 018734N) has been appointed as Statutory Auditors for the period of 5years i . e . from the conclusion of this 25th Annual General Meeting until theconclusion of the 30th Annual General Meeting in place of retiring auditors M/s SharmaGoel and Co. LLP Chartered Accountants (Firm Registration No. 000643N).

Further M/s Anil Nupur & Co. Chartered Accountants New Delhi has been appointedas Internal Auditor for the period of 01.07.2016 to 31.03.2017 in place of M/s Alok Misra& Co. Chartered Accountants who have resigned from its post as an internal auditors

Apart from this 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 2017 .

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 entered during the year were in Ordinary course of thebusiness and on arm's length basis . No Material Related Party Transactions i etransactions 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 .

Further the related party transactions attracting the compliance under Section 177 ofthe Companies Act 2013 and/or SEBI Listing Regulations were placed before the AuditCommittee for necessary approval/review Also a statement of all related party transactionsentered was presented before the Audit Committee on quarterly basis specifying thenature value and any other related terms and conditions of the transactions .

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 .

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 preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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) the directors had laid down internal financial controls to be followed by thecompany and such internal financial controls were adequate and were operating effectively

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and 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 2016-17.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provision of Section 152 of the Companies Act 2013 Mr. Naveen Sawhney (DIN00893704) Executive cum Managing Director of the Company is liable to retire by rotationMr Naveen Sawhney being eligible has offered himself for reappointment The Boardrecommends his reappointment

Pursuant to the provisions of Section 149 152 schedule IV and other applicableprovisions if any of the Companies (Appointment and Qualification of Directors) Rules2014 and based on the recommendation of Nomination and Remuneration committee Mr VijayKumar Independent Director of the company has been appointed for his second term ofoffice as Independent director in the company by the Board in their meeting held on 01.01.2016 and Subsequently his appointment was approved by the Shareholders in theirExtra-Ordinary General Meeting held on 29.01.2016 for a period of 5 years

On the recommendation of Nomination and Remuneration Committee Mrs. Asha Bhandari andMr. Vimal Dev Monga Independent Director's of the company were appointed for their secondterm of office by the Board at their meeting held on 26. 03.2016 for second term of theiroffice for the further period of five years commencing from 01.04.2016 and 23.04.2016respectively. Shareholders at their Annual General Meeting held on 30. 09.2016 have alsoapproved their appointment for second term of office.

All Independent Directors have given declarations under section 149 (7) of Companiesact 2013 that they meet the criteria of Independence as laid down under section 149(6)of the Companies Act 2013 and Regulation 16 of SEBI (Listing Obligation and DisclosureRequirements) 2015 and there has been no change in the circumstances which may affecttheir status as independent director during the year. The Independent directors had nopecuniary relationship or transactions with the Company

The Company has received Form DIR- 8 from all Directors pursuant to Section 164(2) andRule 14 (1) of Companies (Appointment and Qualification of Directors) Rules 2014

Brief Profile of Directors seeking appointment / reappointment has been given in theexplanatory statement to the notice of the ensuing Annual General Meeting

Key Managerial Personnel:

In term of Section 2(51) and Section 203 of the Company's Act 2013 and rules madethere under following persons are the Key Managerial Personnel (KMP) of the Company:

• Mr. Naveen Sawhney (Managing Director)

• Mr. Sanjeev Kumar (Whole Time Director)

• Mr. Manoj Kumar Gupta (Chief Financial Officer) and

• Ms. Garima Pant (Company Secretary)

Remuneration and other details of the said Key Managerial Personnel for the financialyear ended March 31 2017 are mentioned in Form MGT -9 (Extract of Annual Return) which isattached as annexure to the Board Report

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 read with Schedule and Rules issuedthere under and also in accordance to Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

BOARD COMMITTEES

The Board of Directors of your Company had already constituted various Committees inCompliance with the provisions of the Companies Act 2013 and SEBI Listing Regulationsviz. Audit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee and Corporate Social Responsibility (CSR) Committee

In accordance with the provisions of the erstwhile Clause 49 of the Listing Agreementthe Board had voluntarily constituted Risk Management Committee

All decisions pertaining to the constitution of Committees appointment of members andfixing of terms of reference/ role of the committees are taken by the Board of Directors .

Details of the role and composition of these committees including the numbers ofmeetings held during the financial year and attendance at meetings are provided in theCorporate Governance Section of the Annual Report

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met 5 (Five) times during the financial year. For details of the meetings ofthe 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

In accordance with the provisions of Section 134 (3) (p) 149(8) and schedule IV of theCompanies Act 2013 and Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors of the Company at its Meeting heldon 13.02.2017 carried out an annual evaluation of its own performance its Committees andall the individual Directors

Performance Evaluation of the Board Committees and Directors was carried out throughan evaluation mechanism in terms of the aforesaid Performance Evaluation Framework andPolicy.

Directors were evaluated on aspects such as attendance contribution at Board/CommitteeMeetings and guidance/ support to the management outside Board/ Committee Meetings . TheCommittees of the Board were assessed on the degree of fulfilment of key responsibilitiesadequacy of Committee composition and effectiveness of Meetings .

The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Independent Director being evaluated . The performance evaluation ofthe Chairman and the Non-Independent Directors was carried out by the IndependentDirectors who also reviewed the performance of the Board its Committees and the Directors.

It was further acknowledged that every individual Member and Committee of the Boardcontribute its best in the overall growth of the organisation

INDEPENDENT DIRECTORS' MEETING

During the year under review the Independent Directors of the company met on February13 2017 without the presence of the Executive Directors or management personnelinter-alia to discuss:

• Evaluation of performance of Non-Independent Directors and the Board ofDirectors as a whole;

• Evaluation of performance of Chairman of the Company taking into views ofExecutive and Non Executive Directors;

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Listing Regulations your Company has putin place a Familiarization Program for Independent Directors to familiarize them withtheir role rights and responsibility as Directors and to provide insights into theCompany's business to enable them contribute significantly to its success . The ExecutiveDirectors and Senior Management make presentations periodically to familiarize theIndependent Directors with the overall strategy operations and functions of the Company.

The details of familiarisation programmes imparted to independent directors have beenposted on the website on www cordscable com

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

In terms of provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time the policy onnomination and remuneration of Directors Key Managerial Personnel (KMP) SeniorManagement and other employees of the Company had been formulated by the Nomination andRemuneration Committee of the Company and was approved by the Board of Directors .

The Company's policy on directors' appointment and remuneration and other mattersprovided in section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of this report and may be accessed on the Company's website atthe link: http://cordscable . com/cordscable/corporate .php .

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act 2013 read with Rule 6of the Companies (Meetings of the Board and its Powers) Rules 2014 and Regulation 18 ofSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the detailspertaining to composition of audit committee are included in the Corporate GovernanceReport which forms part of this Annual Report Board of your Company has accepted all therecommendations of the Audit Committee hence reasons for not accepting suchrecommendations does not applicable

AUDITORS Statutory Auditors

The Members of the Company had at the 25th Annual General Meeting (AGM) held onSeptember 30 2016 approved the appointment of M/s Alok Misra & Co. CharteredAccountant firm (FRN 018734N) as the Statutory Auditor of the company to hold the officefrom the conclusion of 25th Annual General Meeting until the conclusion of 30th AnnualGeneral Meeting subject to the ratification by members every year as applicable at theremuneration of Rs. 600000/- (Rupees Six Lacs Only) p.a. + Taxes as applicable.

As required under section 139 of the Companies Act

2013 the Company has obtained a written consent from the Auditors to such continuedappointment an also a certificate from them to the effect that their appointment ifratified would be in accordance with the conditions prescribed under the Companies Act2013 and the rules made there under as may be applicable

Statutory Auditors' Report

The Auditors Report to the members on the Accounts of the company for the financialyear ended on March 31 2017 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 in accordance with Section 148 and the Companies (Cost Records and Audit)Rules

2014 to audit the cost records maintained by the company for the financial year 2016-17at a remuneration of Rs. 100000/- (Rupees One Lac only) p.a. plus service tax and out ofpocket expenses incurred in connection with the aforesaid audit As required under theCompanies Act 2013 the remuneration payable to the Cost Auditor is required to be placedbefore 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 2017.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act 2013 and Rules there under aSecretarial Audit Report for the FY 2016-17 in Form MR 3 given by M/s . Gupta Gulshan

& Associates Company Secretary in practice is attached as Annexure-1 with thisreport . The Secretarial Auditors' Report does not contain any qualification reservationor adverse remark.

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

During the financial year ended on March 31 2017 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

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed there under either to the Company or to the CentralGovernment

RISK MANAGEMENT POLICY

Risk management policy commensurate with its size and nature of business is developedand implemented by the company and discussed by the board from time to time while itreviews the business operations . Policy is primarily developed with a view to identifythe risk element which may threaten the existence of the company The policy provides areasonable assurance in respect of providing financial and operational risk in respect ofbusiness of the company complying with applicable statutes and safeguarding of assets ofthe Company.

In the opinion of board; any element which may threaten the existence of your companydoes not exist as on date of report and do not consider that such element may arise infuture .

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year 2016-2017 company is not required to make contributionstowards CSR as your company does not fall under the preview of CSR expenditure as per thecriteria mentioned under Companies Act 2013 .

WHISTLEBLOWER POLICY

The Company has in place a Vigil Mechanism i . e. whistleblower policy to deal withunethical behaviour 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 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

DISCLOSURE REQUIREMENTS

Details of the familiarization programme of the independent directors are available onthe website of the Company (http://cordscable .com/cordscable/corporate . php).

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession 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 confirmedcompliance with the Code

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The information regarding conservation of energy and technology absorption is annexedherewith as ‘Annexure-2'.

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. 601.68 Lacs
Outgo Rs. 273.47 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- 3 to the Board's Report.

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has prescribed certain corporategovernance standards vide regulations 24 and 27 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Your

Directors reaffirm their commitments to these standards and a detailed Report onCorporate Governance together with the Auditors' Certificate on its compliance is formspart of the Annual Report .

Certificate from M/s Gupta Gulshan & Associates Company Secretaries regardingcompliance with the conditions of Corporate Governance as stipulated in Regulation 34(3)and Schedule V of SEBI (Listing Obligation and Disclosure Requirements) 2015 has beenobtained and is annexed at the end of Corporate Governance Report Also declaration signedby the Managing Director stating that the members of the Board of Directors and Seniormanagement personnel have affirmed the compliance with code of conduct of the Board ofDirectors and Senior Management is forms part of this report .

Further the Company regularly submits the quarterly corporate governance compliancereport to Stock Exchanges

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis as stipulated under Regulation 34 of SEBI(Listing Obligation and Disclosure Requirements) 2015 is provided in a separate sectionand forms part of this Report .

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No . MGT - 9 in accordance with Section 92(3)of the Companies Act 2013 read with the Companies (Management and Administration) Rules2014 are set out herewith as ANNEXURE-4 to this Report .

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION

Chief Financial Officer has given a certificate to the Board as contemplated underRegulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements) 2015 providedin a separate section as ANNEXURE - 5 and forms part of this Report

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 .

Your Company sincerely appreciates shareholders who have contributed towardsfurtherance of Green Initiative . We further appeal to other shareholders to contributetowards furtherance of Green Initiative by opting for electronic communication

Electronic copies of the Annual Report 2016-17 and Notice of the 26th Annual GeneralMeeting are sent to all members whose email addresses are registered with thecompany/Depository participants For members who have not registered their e mailaddresses physical copies of Annual Reports 2016-17 and Notice of the 26th Annual GeneralMeeting are sent in the permitted mode . Members requiring physical copies can send arequest to Company 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 prescribed timelimit

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 co-operation

ON BEHALF OF THE BOARD OF DIRECTORS

New Delhi Naveen Sawhney Sanjeev Kumar
August 112017 Managing Director Whole Time Director
DIN : 00893704 DIN : 07178759