Your Directors have pleasure in presenting the 51st Annual Report ol the Companytogether with the Audited Statement of Accounts for the year ended 31st March 2016.
(Rs. in Lacs)
|Particulars ||2015-16 ||2014-15 |
|Gross Sales ||10319.48 ||14189.26 |
|Less : Excise ||916.22 ||1080.94 |
|Net Sales ||9403.26 ||13108.32 |
|Other Income ||67.86 ||82.07 |
|Total Income ||9471.12 ||13190.38 |
|Total Expenditure ||10211.41 ||13340.05 |
|Profit / (Loss) Before Exceptional Item and Tax ||(740.29) ||(149.67) |
|Add : Exceptional Item(indicate nature) ||784.55 ||103.31 |
|Profit/ (Loss) Before Tax ||44.26 ||(46.36) |
|Less: Income Tax ||2.96 ||- |
|Less: Deferred Tax ||52.60 ||14.26 |
|Less: Adjustment of taxes for earlier years ||- ||5.54 |
|Net Profit / (Loss) ||93.90 ||(66.16) |
The Financial Year 2015-16 continued to be another crucial year for the Company withchallenging business environment. Your company achieved a turnover of Rs. 10319.48 Lacs asagainst Rs. 14211.30 lacs during the previous financial year. During the year under reviewthe company has earned a net profit after tax of Rs. 93.90 lacs.
Due to the future prospects and working capital funds requirement Board of Directorshas not proposed any dividend for the Financial Year ending 31st March 2016.
The paid up equity share capital as on March 31 2016 is Rs. 86400000/-. During theyear under review the Company has not altered its share capital.
Your Company has not accepted any deposits within the meaning of Sections 73 to 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
M/s. S.R. Dinodia & Co. LLP Chartered Accountants New Delhi Statutory Auditorswere appointed in the 49th AGM to hold office until the conclusion of 52nd AGM. Yourcompany seeks ratification of the appointment of Statutory Auditors at the ensuing AnnualGeneral Meeting.
There are no qualifications or reservations or adverse remarks made by the Auditors intheir Report.
A Secretarial Audit was conducted during the year by the Secretarial Auditor M/sVaibhav Sharma & Associates Practicing Company Secretaries. The Secretarial AuditorsReport is attached as Annexure-I.
There are no qualifications or observations or adverse remarks made by the SecretarialAuditor in his Report.
QUALITY POLICY / CERTIFICATION
Your Company's Mission is SUCCESS OF ITS CUSTOMERS'. Your Company is alwayscommitted to provide good quality products consistently to its customers worldwide. YourManagement on its part is also fully committed to further improve quality and provides allinputs and resources to achieve this goal.s
Your company is certified for ISO 9001:2008 in quality.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the year there were no instances of significant and material orders passed bythe regulators courts or tribunals on the Company.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013
During the Financial Year 2015-16 your company has not made any loans guarantees andinvestments u/s 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions are in the ordinary course of business and at arm'slength basis which are not material in nature. All related party transactions are withthe approval of the Audit Committee and periodically placed before the Board for review.
In accordance with the provisions of the Companies Act 2013 and relevant Rules framedthere under and the Articles of Association of the Company Mrs. Shalini Gupta (DIN:00035938) retires by rotation at the ensuing Annual General Meeting and being eligibleoffers herself for re-appointment. The Board recommends her re-appointment asNon-Executive Director on the Board of Directors of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company viz. Mr. Mahesh Prasad Mehrotra (DIN00016768) Mr. Achintya Karati (DIN 00024412) Mr. Bharat Bhushan Chadha (DIN 00298713)and Mr. Vijay Kumar Goel (DIN 00075317) have individually and severally submitted adeclaration pursuant to Section 149(7) of the Companies Act 2013 affirming compliance tothe criteria of Independence as laid down under Section 149(6) of the Companies Act 2013and other applicable rules & regulations made there under. Based on the declarationsof Independent Directors the Board of Directors recorded its opinion that all IndependentDirectors are independent of the Management and have fulfilled the conditions as specifiedin the Companies Act 2013 rules made there under.
EVALUATION OF THE BOARDS PERFORMANCE
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shallbe done by the entire Board of Directors excluding the director being evaluated.
In compliance of the above the performance evaluation was done in a separate meeting ofindependent directors performance of nonindependent directors performance of the boardas a whole and performance of the chairman was evaluated taking into account the views ofexecutive directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent directors at which the performanceof the board was also discussed. Performance evaluation of independent directors was doneby the entire board excluding the independent director being evaluated.
KEY MANAGERIAL PERSONNEL
The details of Key Managerial Personnel (KMP) of the Company are as follows:
|Name ||Designation ||Date Appointment ||Date of Cessation |
|1 Mr. Vijender Kumar Gupta* ||Chairman ||30.09.2015 ||- |
|2 Mr. Vivek Gupta* ||Managing Director & CEO ||30.09.2015 ||- |
|3 Mr. Surender Singh Bhandari ||Director ||13.08.2015 ||- |
|4 Mr. Gurmukh Singh ||Chief Financial Officer ||08.09.2015 ||- |
|5 Mr. Jitender Kumar ||Company Secretary ||13.08.2015 ||- |
*Mr. Vijender Kumar Gupta & Mr. Vivek Gupta were re-designated as on 30.09.2015.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2015-16 six meetings of the Board of Directors were held onMay 30 2015 August 13 2015 September 08 2015 September 30 2015 November 14 2015and February 13 2016. The maximum time-gap between any two consecutive meetings did notexceed One Hundred Twenty Days.
|Name of the member ||Designation ||No. of Meetings entitled ||No. of Meetings attended |
|1. Mr. Vijender Kumar Gupta ||Chairman ||6 ||6 |
|2. Mr. Vivek Gupta ||Managing Director & CEO ||6 ||6 |
|3. Mrs. Shalini Gupta ||Director ||6 ||6 |
|4. Mr. Mahesh Prasad Mehrotra ||Director ||6 ||6 |
|5. Mr. Bharat Bhushan Chadha ||Director ||6 ||6 |
|6. Mr. Achintya Karati ||Director ||6 ||5 |
|7. Mr. Vijay Kumar Goel ||Director ||6 ||3 |
|8. Mr. Surender Singh Bhandari* ||Director ||4 ||2 |
|9. Mr. Shyam Sunder Malhotra** ||Director ||1 ||1 |
* Mr. Surender Singh Bhandari was appointed as Director w.e.f. 13.08.2015
** Mr. Shyam Sunder Malhotra was resigned from the post of Directorship w.e.f.31.07.2015
The Audit Committee of the Board of Directors is constituted in compliance withprovisions of Section 177 of the Companies Act 2013 ("the Act"). During theFinancial Year 2015-16 five meetings of the Audit Committee were held on May 30 2015August 13 2015 September 08 2015 November 14 2015 and February 13 2016. The maximumtime-gap between any two consecutive meetings did not exceed One Hundred Twenty Days.
|Name of the member ||Designation ||No. of Meetings attended |
|1 Mr. Mahesh Prasad Mehrotra ||Chairman ||5 |
|2 Mr. Vivek Gupta ||Member ||5 |
|3 Mr. Achintya Karati ||Member ||5 |
|4 Mr. Bharat Bhushan Chadha ||Member ||5 |
NOMINATION & REMUNERATION COMMITTEE
During the Financial Year 2015-16 three meetings of the Nomination & RemunerationCommittee were held on May 30 2015 August 13 2015 and September 08 2015. During theperiod under review the committee was reconstituted on 08.09.2015. Mr. Bharat BhushanChadha became member in place of Mr. Vivek Gupta.
|Name of the member ||Designation ||No. of Meetings entitled ||No. of Meetings attended |
|1. Mr. Achintya Karati ||Chairman ||3 ||3 |
|2. Mr. Vijender Kumar Gupta ||Member ||3 ||3 |
|3. Mr. Vivek Gupta ||Member ||2 ||2 |
|4. Mr. Mahesh Prasad Mehrotra ||Member ||3 ||3 |
|5. Mr. Bharat Bhushan Chadha ||Member ||1 ||1 |
SHARE TRANSFER COMMITTEE
During the Financial Year 2015-16 thirty five meetings of the Share Transfer Committeewere held on 06.04.2015 16.04.2015 21.04.2015 27.04.2015 01.05.2015 20.05.201501.06.2015 08.06.2015 15.06.2015 30.06.2015 10.07.2015 17.07.2015 23.07.201511.08.2015 19.08.2015 16.09.2015 23.09.2015 28.09.2015 10.10.2015 15.10.201520.10.2015 28.10.2015 03.11.2015 09.11.2015 23.11.2015 14.12.2015 22.12.201511.01.2016 19.01.2016 25.01.2016 08.02.2016 23.02.2016 08.03.2016 22.03.2016 &30.03.2016.
|Name of the member ||Designation ||No. of Meetings entitled ||No. of Meetings attended |
|Mr. Vijender Kumar Gupta ||Member ||35 ||35 |
|Mr. Vivek Gupta ||Member ||35 ||35 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
During the Financial Year 2015-16 no investor complaints were received and thereforeno meeting of the Stakeholders Relationship Committee was held.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The objective of the Policy is to explain and encouragethe directors and employees to raise any concern about the Company's operations andworking environment including possible breaches of Company's policies and standards orvalues or any laws within the country or elsewhere without fear of adverse managerialaction being taken against such employees. The detailed policy is also placed on thewebsite of the Company.
The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. More details on the same are given in the Annexure II.
DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.
The details of the ratio of remuneration to each Director to the median employee'sremuneration and such other details as required to be given under Section 197(12) readwith Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is attached hereto as Annexure III.
EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3) (a) of the Companies Act2013 as prescribed in Form No. MGT-9 is given in Annexure IV.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the information on Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo are annexed to this report as AnnexureV.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
Your Company had no Subsidiaries Joint Venture or Associates during the year 2015-16.
NON-APPLICABILITY OF CORPORATE GOVERNANCE REPORT OF SEBI (LODR) REGULATIONS 2015
In terms of Regulation 15 of SEBI (LODR) Regulations 2015 Corporate Governance Reporthave not been applicable to the company and hence not inserted in the Annual Report.
OUTLOOK OPPORTUNITY & THREATS RISK & CONCERNS
As your company is the older player in Indian Cable Industry providing wide range ofproducts in cable & wires and Switchgears and fully committed to develop tailor madeand innovative cables in order to suit the requirements of the customers. The Companyserves the core and prime infrastructure sectors including power telecom real estaterailways and domestic building wires. The Company is an approved supplier of cables toGovernment and public sector enterprises along with major players in the private sectorand derives its major revenues from government and institutional sales. It focuses oncapturing new markets by developing customers in new and existing territories to providenew cables for special applications as per requirements of the customers.
Cable and wire industry has established itself as one of the backbones of moderninformation age. Growth in this sector is likely to get a boost as a result of majorexpansion in steel cement oil & gas energy automobiles highways ports airportsSEZs housing IT parks hotels shopping malls and BPOs. Retail will consequently be amajor biggest beneficiary in the cables industry. Power transmission and distribution arealso set for increased thrust further facilitating growth in the cables industry. Theinstitutional cables segment in particular will get a huge fillip as a consequence ofgrowth in both infrastructure and power segments.
In line with the new regulatory requirements Your Company embraces a risk managementportfolio for forecasting and mitigating the impact of internal and external risk factors.The Company has formally framed a Risk Management Plan to identify and assess the riskareas monitor and report compliance and effectiveness of the policy and procedure. Adetailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and non-business risk. The Audit Committee and Board of Directorsperiodically review the risks and suggest steps to be taken to control and mitigate thesame through a properly defined framework. Company's products are used primarily by thepower utilities infrastructure real estate and industrial segments and any slowdown inthese sectors can have a major impact on the demand for the Company's products. Company iscontinuously diversifying its product and sectoral presence. Finance Cost risk arises dueto payment of high rate of interest on term loans and other funds & non fund basedfacilities being availed by the company from banks and other financial institutions. Thecompany tries to minimize this risk by keeping a check on the interest rates charged byvarious banks and by swapping its long term/short term loans with banks charging lesserinterest rates.
The Company manufactured and supplies in two segments i.e. wire & cables andswitchgear products. During the year the Company sold wire and cables amounting to Rs.90.14 Crores as compared to Rs. 124.68 Crores in the previous year and Switchgearsproducts amounting to Rs. 7.54 Crores as compared to Rs. 4.79 Crores in the previous year.
INDUSTRY STRUCTURE & DEVELOPMENTS
Wire and Cable industry's fate is closely linked to that of the industrial growth ingeneral. Cables are crucial infrastructure backbone of an economy - the critical elementsthat wire up the length and breadth of the country. Demand for cables is expected toimprove further with the improvement in industrial growth. The Indian Wire and Cableindustry offers lucrative scope for stable revenue streams to manufacturers of bothspecialised cables and power cables. The prospects of the Wire and Cable industry areinterlinked with the health of other industries viz: power telecom railways realestate steel cement refineries infrastructure etc. government's procurement policiesstrategic diversifications and switching over to integrated manufacturing.
INTERNAL CONTROL SYSTEM
The Company has adequate internal control procedures commensurate with the size of thecompany and the nature of its business with regard to purchases of inventory fixed assetsand with regard to the sale of goods. The internal control systems are designed to ensurethat the financial and other records are reliable for the preparation of financialstatements and for maintaining assets. This is further strengthened by the Internal Auditdone concurrently. Besides this Audit Committee of the Company is also being regularlyappraised the Financial control system.
People are vital engines of the Company's growth strategy and the Company has awell-planned strategy in place to nurture talent. With a strong focus on the developmentof its human capital assets the Company is continually investing in building the same.Regular HR initiatives include skill mapping and matching as well as assessment oftraining & development programs. Such assessment helps in ensuring proper performanceappraisals. Adequate training skill development and mentoring programs are designed tobridge gaps if any. The Company has set for itself clear objectives and goals which helplend objectivity to performance. During the year industrial relations continued to becordial.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report as required by Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are already dealtwith in various sections of this Report.
LISTING OF SHARES
Your company's shares are listed at BSE Ltd. The listing fee in respect thereof for theyear 2016-17 has already been paid to the Stock Exchange.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement u/s 134(3)(c) of the Companies Act 2013(the"Act") with respect to Directors' Responsibility Statement it is herebyconfirmed that:
(a) in the preparation of the annual accounts for the financial year ended 31 March2016 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(b) the Directors have 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 ended 31March 2016 and of the profit and loss of the company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis; and
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Directors would like to thank all the Shareholders customers dealers suppliersbankers financial institutions and all the other business associates for their continuedsupport to the Company and the confidence reposed in its Management. The Directors alsothank the Government authorities for their understanding and co-operation. The Directorswish to record their sincere appreciation of the significant contribution made by theemployees of the Company at all levels.
For & on behalf of the Board of Directors
Place: New Delhi
Dated: 11th August 2016