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KEI Industries Ltd.

BSE: 517569 Sector: Engineering
NSE: KEI ISIN Code: INE878B01027
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VOLUME 19110
52-Week high 366.80
52-Week low 99.00
P/E 22.98
Mkt Cap.(Rs cr) 2,508
Buy Price 321.40
Buy Qty 93.00
Sell Price 322.45
Sell Qty 93.00
OPEN 319.35
CLOSE 318.35
VOLUME 19110
52-Week high 366.80
52-Week low 99.00
P/E 22.98
Mkt Cap.(Rs cr) 2,508
Buy Price 321.40
Buy Qty 93.00
Sell Price 322.45
Sell Qty 93.00

KEI Industries Ltd. (KEI) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting their 25th Annual Reporttogether with the Audited Annual Standalone and Consolidated Financial Statements of theCompany for the year ended March 31 2017.

FINANCIAL SUMMARY

The Company's financial performance for the year ended March 31 2017 along withprevious year's figures are summarized below:

(T in Millions)

Consolidated

Standalone

Particulars Year ended March 31 2017 Year ended March 31 2016 Year ended March 31 2017 Year ended March 312016
Revenue from Operations (Gross) and Other Income 28471.30 25261.97 28456.09 25033.63
Profit before Finance Costs Depreciation and Amortisation Expenses and Tax Expenses 2845.43 2483.35 2847.42 2476.04
Less: Finance Cost 1229.32 1271.56 1229.25 1269.74
Less: Depreciation and Amortisation Expenses 280.44 253.30 280.44 252.86
Profit before Exceptional Items and Tax 1335.67 958.49 1337.73 953.44
Profit before Tax 1335.67 958.49 1337.73 953.44
Tax Expenses
-Current Tax

(*Net of MAT Credit Entitlement)

286.44* 205.91* 286.44* 204.34*
- Deferred Tax 64.77 127.08 64.77 127.08
Short/(Excess) Provision-Earlier Years (Standalone * ^ 3739) and (Consolidated * 3789) 1.44 0.00* 0.17* 0.00*
Profit for the Year 983.02 625.50 986.35 622.02
Add: Balance brought forward from last year's account 2707.58 2128.56 2704.10 2128.56
Amount available for Appropriations 3690.60 2754.06 3690.45 2750.58
Appropriations#:
Proposed Dividend on Equity Shares - 38.62 - 38.62
Dividend Distribution Tax on Proposed Dividend - 7.86 - 7.86

# Note No. 1:

The Board of Directors of the Company has recommended a dividend of ? 0.60/- per equityshare on the Equity shares of face value of T 2/- each. The dividend if declared at theensuing Annual General Meeting will result in cash outflow of? 46.68 Millions.

During the previous year the Company had made a provision for the dividend declared bythe Board of Directors as per the requirements of prerevised Accounting Standard 4 -'Contingencies and Events' occurring after the Balance sheet date (AS4). However as perthe requirements of revised AS 4 the Company is not required to provide for dividendproposed/ declared after the balance sheet date. Consequently no provision has been madein respect of the aforesaid dividend proposed by the Board of Directors for the year endedMarch 31 2017. Had the Company continued with the creation of provision of proposeddividend as at the balance sheet date its balance in Surplus would have been lower by ?56.18 Millions and Short Term Provision would have been higher by ? 56.18 Millions(including dividend distribution tax ^ 9.50 Millions).

REVIEW OF BUSINESS OPERATIONS ON STANDALONE BASIS

During the year your Company's turnover increased to ? 28352.03 millions as againstIE 24980.15 millions in FY 2015-16 showing a strong growth of 13.50%. During the yearunder review turnover from Cables stood at T 17383.12 millions as compared to ? 15203.48millions in FY 2015-16 showing a growth of 14.34% and Stainless Steel Wire Productscontributed a turnover of ? 1123.79 millions as compared to T 1003.76 millions in FY2015-16. Winding Wires Flexible & House Wires contributed a turnover of ? 4511.46millions as compared to ? 4058.23 millions in FY 2015-16 showing a growth of 11.17% andIncome from Turnkey Projects also had a great contribution in the total turnover of theCompany showing a growth of 11.35% i.e. from ? 4535.37 millions in FY 2015-16 to ?5050.30 millions in FY 2016-17. During the year under review Profit before Tax stood at? 1337.73 millions as compared to T 953.44 millions in the preceding year and Net Profitstood at T 986.35 millions as compared to ? 622.02 millions in the preceding year.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

Company has one wholly owned subsidiary "KEI Cables Australia Pty Ltd" inAustralia. Further Company has one Joint Venture under the name of "Joint Venture ofM/s KEI Industries Ltd. New Delhi & M/s Brugg Kabel AG Switzerland" (JV). ThisJV is a jointly controlled entity within the meaning of Accounting Standard - 27 onFinancial Reporting of Interests in Joint Ventures. This JV is in form of an Associationof Persons (AOP) and the Company is having 100% share in Profit/Loss in this AOP. No

share capital is invested in the Joint Venture by the respective members of JV.

Further a separate report on the performance and financial position of the subsidiaryand Joint Venture is included in the consolidated financial statements pursuant to Section129(3) of the

Companies Act 2013 in AOC-1 and is annexed to financial statements in the AnnualReport.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are in accordance with the Companies Act 2013relevant Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Accounting Standard-21 on Consolidated Financial Statements (AS-21) and form partof the Annual Report.

RESERVES

During the year the Board of Directors of your

Company has decided not to transfer any amount to the reserves and decided to retainall the profits under surplus account.

DIVIDEND & APPROPRIATIONS

Your Directors are pleased to recommend a dividend of ^ 0.60/- per equity share (i.e. @30%) on the Equity Shares of face value of ^ 2/- each for the Financial Year ended March31 2017 subject to the approval of shareholders at the ensuing Annual General Meetingwhich would result in cash outflow of ^ 46.68 Million (refer note no. 1 above). Thedividend if approved by the members at the forthcoming Annual General Meeting will be paidto:

• Those equity shareholders whose names will appear in the register of members onJuly 19 2017 and

• In respect of shares held in dematerialized form to those shareholders whosenames will be furnished by National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL) as beneficial owners on cut-off date i.e. July12 2017.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relatesand the date of this Report.

CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in the nature of business of theCompany.

RATING BY EXTERNAL RATING AGENCIES

(A) CORPORATE GOVERNANCE RATING BY CARE:

Credit Analysis & Research Limited (CARE) has upgraded/revised the rating assignedto the Corporate Governance practices of the Company to "CGR3+" (CGR three plus)from "CGR 3" (CGR three) vide its letter dated April 03 2017.

"The corporate governance rating of KEI Industries Limited (KEI) factors in theextensive Management Information Systems (MIS) and enterprise-wide risk management (ERM)framework put in place by the Company thereby improving operational oversight andstrengthening the overall risk management function of the Company. The rating continues tofactor in the robust corporate governance practices being followed by the Companyincluding qualified and experienced Board of Directors satisfactory functioning ofvarious committees of the Board and clearly identifiable ownership pattern with welldefined organization structure overall compliances by the Company with statutory andregulatory requirements adequate performance monitoring by the management prudentdisclosures to shareholders and improving credit risk profile of KEI.

The rating continues to factor in the scope for improvement in the level of strategicoversight and performance monitoring by the Board."

(B) BANK FACILITIES RATING BY ICRA:

During the year ICRA Limited has assigned [ICRA] A- (pronounced ICRA A minus) ratingto the Long Term Bank Facilities availed by the Company. This rating is applicable tofacilities having tenure of more than one year. Facilities / Instruments with this ratingare considered to have adequate degree of safety regarding timely servicing of financialobligations. Such facilities / instruments carry low credit risk.

Further ICRA Limited has assigned [ICRA] A2+ (pronounced ICRA A two plus) rating tothe Short Term Bank Facilities availed by the Company. This rating is applicable tofacilities having tenure up to one year. Facilities / Instruments with this rating areconsidered to have strong degree of safety regarding timely payment / servicing offinancial

obligations. Such facilities / instruments carry low credit risk.

(C) BANK FACILITIES RATING BY CARE:

During the year Credit Analysis & Research Limited (CARE) has upgraded/revised therating assigned to the Long Term Bank facilities availed by the Company from 'CARE BBB+(Triple B Plus)' to 'CARE A- (Single A Minus). Facilities with this rating are consideredto have adequate degree of safety regarding timely servicing of financial obligations.Such facilities / instruments carry low credit risk.

Credit Analysis & Research Limited (CARE) has also upgraded/revised the ratingassigned to the Short Term Bank facilities availed by the Company from 'CARE A3+ (A ThreePlus)' to 'CARE A2+ (A Two Plus). Facilities with this rating are considered to havestrong degree of safety regarding timely payment of financial obligations. Such facilities/ instruments carry low credit risk.

(D) FIXED DEPOSIT RATING BY CARE:

ICRA Limited has assigned [ICRA] MA (pronounced as ICRA MA) for the Fixed DepositScheme of the Company and Credit Analysis & Research Ltd (CARE) has upgraded / revisedthe rating assigned to the Medium Term Instrument i.e. Fixed Deposits Scheme of theCompany to "CARE A- (FD)" [Single A Minus (Fixed Deposit)] from 'CARE BBB+ (FD)'[Triple B Plus (Fixed Deposit)].

UNPAID / UNCLAIMED DIVIDEND

Pursuant to the circular issued by Ministry of Corporate Affairs (MCA) with respect toInvestor Education and Protection Fund (Uploading of information regarding unpaid andunclaimed amounts lying with the Companies) Rules 2012 vide G.S.R. 342 (E) dated May 102012 your Company has uploaded on its website www.kei-ind.com under Investor RelationSection as well as on the Ministry's website the information regarding Unpaid / UnclaimedDividend amount lying with the Company as on 6th September 2016 (date of lastAnnual General Meeting).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review your Company has transferred unclaimed / unpaid dividendin respect of financial year 2008-09 to the Investor Education and Protection Fund (IEPF)established by the Central Government pursuant to the provisions of Section 125 of theCompanies Act 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(KMP)

a) Composition

i) During the year under review no change has occurred in the total strength of Boardof Directors of the Company. However the Board of Directors of the Company at its meetingheld on May 10 2017 has appointed Mr. Akshit Diviaj Gupta as an Additional Director andalso appointed him as a Whole Time Director of the Company for a term of 5 (Five) yearsw.e.f. May 10 2017 to May 09 2022 subject to approval of shareholders at the ensuingAGM. As on date Company has 8 Directors with an Executive Chairman. Of the 8 Directors 3are Executive Directors and 5 are Non-Executive Directors including one Woman Director and4 Independent Directors. The Composition of the Board is in conformity with the provisionsof the Companies Act 2013 and relevant regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

ii) None of the Director on the Board is a director in more than 10 Public Companies ora member of more than 10 Committees or a Chairman of more than 5 Committees across alllisted companies in which he/ she is a Director. Necessary disclosures regarding Committeepositions in other Public Limited Companies as on 31st March 2017 have beenmade by all the Directors of the Company.

iii) None of the Whole-time Key Managerial Personnel (KMP) of the Company is holdingoffice in any other Company as a Key Managerial Personnel.

iv) Further none of the Directors / KMP of the Company is disqualified under any ofthe provisions of the Companies Act 2013 and relevant Regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

b) Change in Director(s) and Key Managerial Personnel

a. As per Section 152 of the Companies Act 2013 and other applicable provisions of theAct Mr. Rajeev Gupta (holding DIN: 00128865) Director of the Company who retires byrotation at the ensuing Annual

General Meeting and being eligible offers himself for re-appointment.

b. Further based on the recommendation of the Nomination and Remuneration Committeethe Board of Directors of the Company at its meeting held on 10th May 2017 hasappointed Mr. Akshit Diviaj Gupta (DIN:07814690) as an Additional Director and alsoappointed him as a Whole Time Director of the Company for a term of 5 (Five) years w.e.f.10th May 2017 to 9th May 2022 subject to approval of shareholdersat the ensuing AGM in accordance with the provisions of Section 161 196 and 197 of theCompanies Act 2013 read with Schedule V and rules made thereunder and other applicableprovisions of the Companies Act 2013 if any.

The details of Directors being recommended for re-appointment as required UnderRegulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is contained in the accompanying Notice convening ensuing Annual General Meeting of theCompany. Appropriate Resolution(s) seeking shareholders' approval are also included in theNotice.

c) Declaration by Independent Directors

All the Independent Directors of the Company have given their declaration for the FY2016-17 that they continue to meet all the criteria as specified under Section 149(6)& (7) of the Companies Act 2013 and under Regulation 16(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 in respect of their position asan "Independent Director" in the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company duly met 5 (Five) times during the financial yearfrom 1st April 2016 to 31st March 2017 on May 21 2016 July 202016 September 22 2016 November 05 2016 and February 02 2017.

Further during the year a separate meeting of the Independent Directors of theCompany was also held on 29th March 2017 to discuss and review the performanceof all other Non- Independent Directors Chairperson of the Company and the Board as awhole and for reviewing and assessing the matters as prescribed under Schedule IV of theCompanies Act 2013 and under Regulation 25(4) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

CHANGE IN CAPITAL STRUCTURE

During the year Share Allotment Committee of the Board has issued and allotted560000 equity shares of face value of ? 2/- each to eligible employees under KEIEmployees Stock Option Scheme 2015. Accordingly the paid-up share capital of the Companyhas increased from 77237438 equity shares of face value of T 2/- each to 77797438equity shares of face value of T 2/- each.

FORMAL ANNUAL EVALUATION

As the ultimate responsibility for sound governance and prudential management of aCompany lies with its Board it is imperative that the Board remains continually proactiveand effective. An important way to achieve this is through an objective stock taking bythe Board of its own performance.

The Companies Act 2013 not only mandates Board and Directors evaluation but alsorequires the evaluation to be formal regularized and transparent. SEBI has also notifiedSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ('Listing Regulations 2015') on 2nd September 2015 wherebyit has align the present Listing Agreement with the Companies Act 2013.

In accordance with the provisions of the Companies Act 2013 and relevant Regulationsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and on therecommendation of the Nomination and Remuneration Committee the Board of Directors of theCompany at its meeting held on 10th May 2017 undertook an annual evaluation ofits own performance its Committees and all the individual Directors.

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 fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the wholeBoard. The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors who also reviewed the performance of the Boardits 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.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 in respect of Directors'Responsibility Statement the Directors to the best of their knowledge hereby state andconfirm 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 and loss 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;

(e) the directors had laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and were operating effectively;and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 ofthe Companies Act 2013 and Regulation 19(4) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Specified in Part D of the Schedule II).

The detailed Nomination & Remuneration Policy is annexed as Annexure A and formspart of this Report and is also available on the website of the Company at www.kei-ind.comunder Investor Relations Section.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act 2013 the extract of the AnnualReturn in Form MGT-9 as per the provisions of Section 92 of the Companies Act 2013 readwith Rule 12 of the Companies (Management and Administration) Rules 2014 is annexedherewith as Annexure B and forms part of this Report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has well defined Enterprise-wide Risk Management (ERM) framework in placefor identifying risks and opportunities that may have a bearing on the organization'sobjectives assessing them in terms of likelihood and magnitude of impact and determininga response strategy. The primary objective of ERM function is to implement a frameworkthat augments risk response decisions and reduce surprises. ERM programme involves riskidentification assessment and risk mitigation planning for strategic operationalfinancial and compliance related risks across various levels of the organization.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of operations. These systems are routinely tested by Statutoryas well as Internal Auditors and cover all offices factories and key business areas.Significant audit observations and follow up actions thereon are reported to the AuditCommittee.

FIXED DEPOSITS

As on 31st March 2017 fixed deposit aggregating to ? 62.01 millions areoutstanding. There are no fixed deposits remaining unpaid or unclaimed as at the end ofthe year.

LISTING OF SHARES

The shares of the Company are listed at National Stock Exchange of India Limited (NSE)BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE). The Company has also paidits up-to-date listing fees to all the stock exchanges.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year there was no significant and material order passed by any Regulator(s)or Court(s) or Tribunal(s) impacting the going concern status and future operations of theCompany.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

In the opinion of the Board your Company has in place an adequate system of internalcontrol commensurate with its size and nature of business. This system provide areasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes safeguarding of assets of the Company and ensuringcompliance with corporate policies. The Board has appointed M/s Pawan Shubham & Co.Chartered Accountants as Internal Auditors of the Company for the financial year 2016-17and its audit reports are submitted directly to the Audit Committee of Board which reviewsand approves performance of internal audit function and ensures the necessary checks andbalances that may need to be built into the control system.

HUMAN RESOURCES

Company's industrial relations continued to be harmonious during the period underreview.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year the Company has not entered into any materially significantrelated party contracts/ arrangements or transactions with the Company's promotersDirectors management or their relatives which could have had a potential conflict withthe interests of the Company. All the contracts/arrangements or transactions entered intoby the Company with Related party(ies) are in conformity with the provisions of theCompanies Act 2013 and on an arm's length basis and do not attract the provisions ofSection 188 of the Companies Act 2013 and Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable. The Company presentsa statement of all related party contracts / arrangements or transactions entered into bythe Company before the Audit Committee for its consideration and review on quarterlybasis.

Further the Policy on materiality of Related Party Transactions as formed and approvedby the Audit Committee and the Board of Directors as per Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is available on the website ofthe Company at www.kei-ind.com under Investor Relations Section.

POLICY ON MATERIAL SUBSIDIARY

The Company has framed a Policy on Material Subsidiary under Regulations 16(c) of SEBI(Listing Obligations and Disclosures Requirements)

Regulations 2015 which is available on the website of the Company at www.kei-ind.comunder Investor Relations Section.

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 composition of the Audit Committee is as under:

Sl. No. Name of the Director Category Profession
1. Mr. Pawan Bholusaria Independent Director (Chairman) Chartered Accountant
2. Mr. Kishan Gopal Somani Independent Director (Member) Chartered Accountant
3. Mr. Vikram Bhartia Independent Director (Member) Business

Mr. Kishore Kunal Company Secretary & Compliance Officer of the Company acts asSecretary to the Committee.

Further the Board has not denied any recommendation of Audit Committee during theFinancial Year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the provisions of Section 177(9) & (10) of the Companies Act 2013 readwith Rule 7 of the Companies (Meetings of the Board and its Powers) Rules 2014 andRegulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 the Company has established a Vigil Mechanism/ Whistle Blower Mechanism and overseasthrough the Audit Committee the genuine concerns expressed by the employees and Directorsof the Company. The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concerns. The Company has also provided directaccess to the chairman of the Audit Committee on reporting issues concerning the interestsof co-employees and the Company. During the year under review no personnel has beendenied access to the Audit Committee.

Further the Vigil Mechanism/ Whistle Blower Policy

have been uploaded on the website of the Company

at www.kei-ind.com under Investor Relations

Section.

SHARES

a. BUY BACK OF SECURITIES

During the year under review the Company has not bought back any of its securities.

b. SWEAT EQUITY

During the year under review the Company has not issued any Sweat Equity Shares.

c. BONUS SHARES

During the year under review no Bonus Shares were issued by the Company.

d. EMPLOYEES STOCK OPTION PLAN

During the year Share Allotment Committee of the Board has allotted 560000 EquityShares of face value ? 2/- each to eligible employees of the Company at an Exercise Priceof ? 35/- per share out of 2252000 Options granted under KEI Employee Stock OptionScheme 2015.

AUDITORS

a) Statutory Auditors:

M/s. PAWAN SHUBHAM & CO. Chartered Accountants (Firm Registration number 011573C)are recommended for appointment based on consent and certificate furnished by them underSection 139 and 141 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 for a period of five years from the conclusion of the ensuing AnnualGeneral Meeting to be held in 2017 till the conclusion of 30th AGM of theCompany to be held in the year 2022 (subject to ratification of their appointment at everyAGM) in place of M/s. JAGDISH CHAND & CO. Chartered Accountants (Firm Registrationnumber 000129N) who will vacate their office at the conclusion of the 25thAnnual General Meeting of the Company pursuant to Section 139 of the Companies Act 2013.

Statutory Auditors' Report

The observations / comments of Statutory Auditors in their Auditor's Report are selfexplanatory and therefore do not call for any further clarification / comment.

b) Cost Auditor:

Your Board of Directors has re-appointed M/s. S. Chander & Associates CostAccountants (Membership No.: M/9455) as Cost Auditor of the Company to conduct audit ofCost Records maintained by the Company for the financial year 2017-18 in accordance withSection 148 and the Companies (Cost Records and Audit) Rules 2014 after obtaining hisconsent and certificate under Section 139 141 and 148 of the Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 where they have confirmed theirconsent and eligibility to act as Cost Auditors of the Company.

Further the Cost Audit Report for the FY 2015-16 was filed on October 20 2016.

c) Secretarial Auditors

The Board of Directors has re-appointed Mr. Baldev Singh Kashtwal Practicing CompanySecretary (Membership No. FCS-3616 & CP No. 3169) Partner M/s. RSM & Co.Company Secretaries as Secretarial Auditors of the Company pursuant to the provisions ofSection 204 of the Companies Act 2013 read with corresponding rules made thereunder forconducting Secretarial Audit of the Company for the financial year 2017-18.

Secretarial Audit Report

The Secretarial Audit Report for the FY 2016-17 as submitted by Secretarial Auditors inForm MR-3 is annexed to this Report as Annexure - C.

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

CORPORATE SOCIAL RESPONSIBILITY

The Company has framed a Policy on Corporate Social Responsibility pursuant to Section135 of the Companies Act 2013 read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 which is available on the website of the Company at www.kei-ind.comunder Investor Relations Section.

The Annual Report on Company's CSR activities of the Company as per the Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexure-D and formspart of this report.

LOAN(S) GUARANTEE(S) OR INVESTMENT(S)

During the year your Company has duly complied with the provisions of Section 186 ofthe Companies Act 2013 and no loan was granted by the Company under Section 186 of theCompanies Act 2013. The particulars of Corporate Guarantees provided and Investment madeby the Company during the year are as follows:

Sl.

No.

Particulars of Corporate guarantees and Investment made u/s 186 of the Companies Act 2013 Amount (T in Millions)
1 Corporate Guarantee in favour of Axis Bank Ltd. against Dealer Financing Facility / Channel Financing Facility provided to the Dealers of the Company for a further period of one year. 350.00
2 Renewal of First Loss Default Guarantee in favour of IDBI Bank Limited against Channel Financing Facility provided to the Dealers of the Company. 150.00
3 Loan of AUD 6000 given to Wholly Owned Subsidiary (WOS) "KEI Cables Australia Pty Ltd." 0.30
Total 500.30

PREVENTION OF SEXUAL HARASSMENT

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company. Your Company always endeavors to create andprovide an environment that is free from discrimination and harassment including sexualharassment.

In accordance with "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013" and in order to provide for the effectiveenforcement of the basic human right of gender equality and guarantee against sexualharassment and abuse more particularly against sexual harassment at work places yourCompany has constituted an Internal Complaint Committee and adopted a policy on Preventionof Sexual Harassment at Workplace. The policy aims to provide the effective enforcement ofbasic human right of gender equality and guarantee against sexual harassment and abuse.

During the year there was no complaint lodged with the Internal Complaint Committeeformed under "The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013".

REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required under Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as AnnexureE and forms part of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and Outgo as required under Section

134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)Rules 2014 is annexed as Annexure F and forms part of this Report.

CORPORATE GOVERNANCE

Your Directors are pleased to report that your Company strives to ensure that bestcorporate governance practices are identified adopted and consistently followed. YourCompany believes that good governance is the basis for sustainable growth of the businessand for enhancement of stakeholder's value.

Pursuant to Regulation 34 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015 a separate Section titledReport on Corporate Governance has been included in this Annual Report and the certificateof M/s Jagdish Chand & Co. Chartered Accountants the statutory auditors of theCompany certifying compliance with the conditions of corporate governance as

stipulated under relevant Regulations of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is obtained and annexed with the report on CorporateGovernance.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section and forms part of this Annual Report.

APPRECIATIONS

Your Directors place on record their sincere appreciation for significant contributionmade by employees of the Company at each level through their dedication hard work andcommitment.

The Board places on record its appreciation for the continued co-operation and supportextended to the Company by various Banks Stock Exchanges NSDL and CDSL. The Board wishesto express its grateful appreciation for the assistance and co-operation received fromVendors Customers Consultants Banks Financial Institutions Central and StateGovernment bodies Dealers and other Business Associates. The Board deeply acknowledgesthe trust and confidence placed by the consumers of the Company and above all theshareholders.

FOR AND ON BEHALF OF THE BOARD (ANIL GUPTA)

Chairman-cum-Managing Director DIN:00006422

Place: New Delhi Date: May 27 2017