Cords Cable Industries Ltd.
|BSE: 532941||Sector: Engineering|
|NSE: CORDSCABLE||ISIN Code: INE792I01017|
|BSE LIVE 15:40 | 24 Mar||76.25||
|NSE LIVE 15:31 | 24 Mar||76.65||
|Mkt Cap.(Rs cr)||98.59|
|Mkt Cap.(Rs cr)||98.59|
Cords Cable Industries Ltd. (CORDSCABLE) - Director Report
Company director report
Your Directors have pleasure in presenting the 25th Annual Report of your companytogether with the audited financial statements for the financial year ended March 312016.
FINANCIAL RESULTS (Amount in Rs.)
COMPANYS PERFORMANCE/STATE OF COMPANYS AFFAIRS
During the year under review your company's total revenue stood at Rs.2852163011/- as against Rs. 2669416266/- in the previous year. Your Company earnedprofit before interest tax and depreciation of Rs. 311580608/- as against PBITDA ofRs. 291993704/- in the previous year. The finance cost was Rs. 208675223/- asagainst Rs. 199868201/- in the previous year.
Your company earned profit after tax for the year of Rs. 31058526/- as against a PATof Rs. 27020258/- earned in the previous year. Even though your company witnessed ajump in its Profits in FY'15-16 vis-a-vis FY'14-15 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 7% in FY'15-16.
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 2015-16. 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 than expected realizations delayed and slow pick-up of the finished goods bythe customers and consequently the profits were further impacted. Nevertheless since yourCompany is engaged in cable manufacturing products used in projects hence demand is likelyto increase 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 its profits is in line withthe increase in its activity and market penetration in the potential foreseeable improvingmacroeconomic scenario in the country. Further interest rates are likely to soften innear future and your company is expected to save significantly on its interest outgoes.
ISSUE OF EQUITY SHARES
During the year under review your Company has made allotment of 1500000 equityshares of Rs. 10 each at a price of Rs. 43 per equity share on a preferential basis inaccordance with Chapter VII of the Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regulations 2009 (the "SEBI Regulations")SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and Section 42 ofthe Companies Act 2013 read with the Companies (Prospectus and Allotment of Securities)Rules 2014 (the "Issue"). The Company had issued Private Placement Offer Letterdated January 25 2016 and the application form for the Issue (collectively referred to asthe "Private Placement Offer Letter").
The Company has raised funds by issuance of further share capital on preferentialbasis. In order to carry out the said fund raising it is necessary to increase theAuthorised Capital of the Company from present Rs.
15.60.00. 000/- to Rs. 17100000/- as the present authorised capital was notsufficient for issuance of the said capital on preferential basis. Hence the board ofdirectors of the Company (Board) vide its resolution dated January 01 2016 has proposedto increase the authorised share capital of the Company which was subsequently approved byShareholders in their meeting held on January 29 2016. The new Clause V of Memorandum ofAssociation consist of:
The Authorised Capital of the Company is Rs.
17.10.00. 000/- (Rupees Seventeen Crores Ten Lakhs Only) divided into 13500000 (OneCrore Thirty Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 360000 (ThreeLacs Sixty Thousand) Preference Share of Rs.100/- (Rupees Hundred) each.
a) Transfer to Reserves
During the Financial year ended on March 31 2016 no amount has been transferred toreserves.
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.
Our relations with the employees are very cordial. Your Directors would like to placeon record 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 205A and 205C of the Companies Act 1956 yourCompany has transferred Rs. 39842/- (Rupees Thirty Nine Thousand Eight Hundred and FortyTwo only) to the Investor Education and Protection Fund during the year 2015-16. Thisamount was lying as unpaid / unclaimed dividend with Axis Bank for a period of seven yearsfrom 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 2015 (date of last Annual General Meeting) on the Company's website (
Your Directors draw attention of the members to Note xiv 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 2016-17 has already been paid tothe stock exchanges
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.
CARE maintained the credit rating for the company's long term and short term debt atBBB- (Triple B minus) and A3 (A three) 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 as the aforesaidproposed transaction is inter-se between and amongst the Promoter Group only
During the year under review registered office of the Company has been relocated fromB-1/ A-26 Mohan Co-Operative Industrial Estate Mathura Road New Delhi 110044 to 94First Floor Shambhu Dayal Bagh Marg Near Okhla Industrial Area Phase-III Old IshwarNagar New Delhi 110020 w. e. f. December 01 2015.
Further during the period under review 1500000 (Fifteen Lakh) fully paid-up EquityShares of the Company has been issued by way of a preferential allotment having facevalue of Rs. 10/- (Rupees Ten Only) each (the "Equity Shares") for cash at aprice of Rs. 43/- (Rupees Forty Three only) per Equity Share (with a premium of Rs. 33/-(Rupees Thirty Three per Equity Share) being not less than the price determined inaccordance with Chapter VII of SEBI ICDR Regulations so that the total value of thenumber of Equity Shares so issued at a price not less than the price determined inaccordance with Chapter VII of SEBI ICDR Regulations to Mr. Mukul Mahavir Prasad Agarwal(the "Investor") (a non- promoter individual).
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 2016.
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 read withsection 76 of the Companies Act 2013 and as such no amount on account of principal orinterest on deposits from 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. 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 preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no 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 2015-16.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors:
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. Vijay Kumar Mrs. Asha Bhandari and Mr. Vimal Dev Monga were appointed asindependent directors at the 24th Annual General Meeting of the Company held on September30 2015 to hold office for a period of one year from the date of their appointment. Theterms and conditions of appointment of independent directors are as per Schedule IV of theAct.
The Board of Directors upon the recommendations of the Nomination and RemunerationCommittee in their meeting held on January 10 2015 has appointed Mr. Vijay Kumar as anAdditional Director (designated as Independent Director) with effect from January 102015 and subsequently his appointment as Independent Director was approved by theShareholders of company in Annual General Meeting held on September 30 2015 for a periodof one year i. e. till January 09 2016 and shall not be liable to retire by rotation
During the year the Board of Directors upon the recommendations of the Nomination andRemuneration Committee in their meeting held on January 01 2016 has appointed Mr. VijayKumar for their second term of office as an Additional Director (designated asIndependent Director) with effect from January 10 2016 and subsequently his appointmentas Independent Director was approved by the Shareholders of company in Extra-ordinaryGeneral Meeting held on January 29 2016. He shall hold office for a period of Five yearsand shall not be liable to retire by rotation.
During the year under review Mrs. Asha Bhandari was appointed as Additional (woman)Director with effect from April 01 2015 and subsequently her appointment as IndependentDirector was approved by the Shareholders of company in Annual General Meeting held onSeptember 30 2015 for a period of one year i. e. till March 31 2016 and shall not beliable to retire by rotation
During the year under review the Board of Directors upon the recommendations of theNomination and Remuneration Committee in their meeting held on March 26 2016 hasappointed Mrs. Asha Bhandari as Additional (woman) Director (Designated as IndependentDirector) for their second term of office with effect from April 01 2016 for a periodof Five Years from 01.04.2016 to 31.03.2021 in the Board of the Company (subject toapproval of company in general meeting) and shall not be liable to retire by rotation.
Mr. Vimal Dev Monga was appointed as Additional Director (designated as IndependentDirector) on April 23 2015 in the Board of the Company and subsequently his appointmentas Independent Director was approved by the Shareholders of company in Annual GeneralMeeting held on September 30 2015 for a period of one year i. e. till April 22 2016 andshall not be liable to retire by rotation
During the year under review the Board of Directors upon the recommendations of theNomination and Remuneration Committee in their meeting held on
March 26 2016 has appointed Mr. Vimal Dev Monga as Additional Director (designated asIndependent Director) for second term of office with effect from April 23 2016 for aperiod of Five Years from 23. 04.2016 to 22. 04.2021 in the Board of the Company andsubject to approval of company in General Meeting and shall not be liable to retire byrotation
On May 30 2015 Mr. Sanjeev Kumar was appointed as Additional Director (Whole TimeDirector) in the Board of the Company and subsequently his appointment as Whole TimeDirector was approved by the Shareholders of company in Annual General Meeting held onSeptember 30 2015 for a period of Five year and shall be liable to retire by rotation
The resolutions seeking approval of the Members for the appointment of Mrs. AshaBhandari and Mr. Vimal Dev Monga have been incorporated in the notice of the forthcomingannual general meeting of the Company along with brief details about them.
All Independent Directors have given declarations that they meet criteria ofIndependence as laid down under section 149(6) of the Companies Act 2013 and Regulation16 of SEBI (Listing Obligation and Disclosure Requirements) 2015. The Independentdirectors had no pecuniary relationship or transactions with the Company.
Mr. Sanjeev Kumar (DIN 07178759) is liable to retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for re-appointment. Boardrecommends his re -appointment.
Company has also received notice in writing u/s 160 of the Act from the membersproposing the candidature of the entire directors seeking appointment for the office ofDirector
Mr. Devender Kumar Prashar (Joint Managing Director) has resigned from his office witheffect from April 21 2015 due to personal reasons.
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. Ajit Kumar Sahay Mr. Om Prakash Bhandari asIndependent Directors during their long association with the company
Key Managerial Personnel:
During the year under review Mr. Manoj Gupta was appointed as CFO of the company w. e.f. 01. 04.2015.
Mr. Vinod Kumar Beri (Chief Executive Officer) has served notice period from 24.09.2015 to 23. 10.2015 and relieved from his post w. e. f. closing hours of 23. 10.2015.
In term of Section 203 of the Company's Act 2013 and rules made thereunder theappointments of Mr. Naveen Sawhney (Managing Director) Mr. Sanjeev Kumar (Whole TimeDirector) Mr. Manoj Kumar Gupta (Chief Financial Officer) and Ms. Garima Pant (CompanySecretary) continued to be Key Managerial Personnel.
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 issuedthereunder and also in accordance to Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board met 9 (Nine) times during the financial year 2015-16. For details of themeetings of the Board please refer to the corporate governance report which forms partof this Annual Report The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013.
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the Board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc
The performance of committees was evaluated by the board after seeking inputs from thecommittee members on the basis of Performance Evaluation Framework and Policy
The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings etc. In addition the chairman ofthe Board was also evaluated on the key aspects of his role.
Independent Directors' meeting
Three Meeting of the Independent Directors was held on April 23 2015 August 14 2015and February 13 2016 without the presence of the Executive Directors or managementpersonnel At all the meetings of Independent Directors the Independent Directors carriedout performance evaluation of Non- Independent Directors and the Board of Directors as awhole performance of Chairman of the Company taking into account the views of executivedirectors and non executive directors the quality content and timelines of flow ofinformation between the Management and the Board The same was discussed in the boardmeeting that followed the meeting of the independent directors at which the performanceof the board its committee and individual directors was also discussed. Performanceevaluation of Independent directors was done by the entire board excluding theindependent Directors being evaluated
All the Independent Directors were present at the aforesaid Meeting
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Your Company has in place a Familiarization Program for Independent Directors toprovide insights into the Company's business to enable them contribute significantly toits success. The Executive Directors and Senior Management make presentations periodicallyto familiarize the Independent Directors with the strategy operations and functions of theCompany Your Company also circulates news and articles related to the Industry andprovides specific regulatory updates to the Independent Directors on a regular basis.
In addition to this periodic familiarisation programs are conducted for the directors.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.
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 AND AUDITORS REPORT
Pursuant to the provisions of Section 139 of the Act and the rules framed there underM/s Sharma Goel & Co. LLP Chartered Accountants (FRN: 000643N) were reappointed asStatutory Auditors of the Company to hold office from the conclusion of 24th AnnualGeneral Meeting until the conclusion of 25th Annual General Meeting at a remuneration ofRs. 700000/- (Rupees Seven Lacs only) p.a. + Service Tax as applicable."
As the tenure of M/s Sharma Goel & Co. LLP Chartered Accountants have beenexpired. Therefore M/s Alok Misra & Co. Chartered Accountants being eligible isrecommended by the Board for appointment as Statutory Auditors of the Company. They haveconfirmed that their appointment if made would be within the prescribed limits under theact and they are not disqualified for appointment as per the Certificate furnished by themunder Section-139(1) of the Companies Act 2013 read with Companies (Audit and Accounts)Rules 2014.
The Board recommends the appointment of M/s Alok Misra & Co. Chartered Accountantsas new Statutory Auditors of the company.
Statutory auditors' report
The Auditors Report to the members on the accounts of the company for the financialyear ended on March 31 2016 does not contain any qualification reservations or adverseremarks. The Notes to Accounts referred to in the Auditors Report are Self -explanatoryand therefore do not require further comments.
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 year2015-16 at a remuneration of Rs. 100000/- (Rupees One Lac only) p.a. plus service taxand out of pocket expenses incurred in connection with the aforesaid
audit. As required under the Companies Act 2013 the remuneration payable to the CostAuditor is required to be placed before the members for ratification.
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 2016.
Secretarial audit report
Pursuant to Section 204 of the Companies Act 2013 and Rules thereunder a SecretarialAudit Report for the FY 2015-16 given by M/s. Gupta Gulshan & Associates CompanySecretary in practice is attached as Annexure-1 with this report. Regardingobservations of the Secretarial Auditors regarding not contributing toward CSR Boardsubmits that in view of working capital and financials of the company amount is partlycontributed towards CSR during the year and board shall spend appropriate amount towardsCSR activities depending on financials of the company. The Secretarial Auditors' Reportdoes not contain any other qualification reservation or adverse remark
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 of COMPANIES ACT2013.
During the financial year ended on March 31 2016 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 Company has in place the Risk Management Policy to identify and assess the key areaand monitor the same
This policy may be accessed on the Company's website at the link:
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure-2 of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. For other details regarding the CSRCommittee please refer to the corporate governance report which forms part of thisreport The policy is available on the website of the Company (URL:
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:
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
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 while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. The Board is responsible for implementation 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
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.
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 tothese standards and a detailed Report on Corporate Governance together with the Auditors'Certificate on its compliance is forms part 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
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 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 Section 92(3)of the Companies Act 2013 read with the Companies (Management and Administration) Rules2014 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 FinancialOfficer has given a certificate to the Board as contemplated under Regulation 17(8) ofSEBI (Listing Obligation and Disclosure Requirements) 2015 provided in a separatesection as ANNEXURE - 6 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 2015-2016 and Notice of the 25th 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 2016 and Notice of the 25th Annual General Meeting aresent 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
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
Annexure 6 to the Directors' Report
Managing Director (MD) and Chief Financial Officer Certification issued pursuant tothe provisions of Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015
The Board of Directors Cords Cable Industries Limited
Dear Sir/ Madam
We Naveen Sawhney Managing Director & Manoj Kumar Gupta (Chief Financial Officer)of Cords Cable Industries Ltd to the best of our knowledge and belief certify that
(a) We have reviewed financial statements and the cash flow statement for the yearended March 31 2016 and to the best of our knowledge and belief:
(i) These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading.
(ii) These statements together present a true and fair view of the company's affair andare in compliance with existing accounting standards applicable laws and regulations.
(b) There are to the best of our knowledge and belief no transactions entered into bythe company during the year which are fraudulent illegal or violative of the Company'scode of conduct.
(c) We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the company pertaining to financial reporting and we have disclosed to theauditors and the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which we are aware and the steps we have taken or propose to take torectify these deficiencies.
(d) We have indicated to the auditors and the Audit Committee
(i) significant changes in internal control over financial reporting during the yearif any
(ii) significant changes in accounting policies during the year if any and that thesame have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in thecompany's internal control system over financial reporting
Code of Conduct Declaration
DECLARATION BY THE MANAGING DIRECTOR UNDER REGULATION 26 OF THE SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 REGARDING COMPLIANCE WITH CODEOF CONDUCT
In accordance with Regulation 26 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 I hereby confirm that all the Directors and the SeniorManagement personnel of the Company have affirmed compliance with the Code of Conduct asapplicable to them for the financial year ended March 31 2016.