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Shilpi Cable Technologies Ltd.

BSE: 533389 Sector: Engineering
NSE: SHILPI ISIN Code: INE510K01019
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OPEN 15.30
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VOLUME 28753
52-Week high 252.00
52-Week low 12.65
P/E
Mkt Cap.(Rs cr) 169
Buy Price 15.30
Buy Qty 160509.00
Sell Price 0.00
Sell Qty 0.00

Shilpi Cable Technologies Ltd. (SHILPI) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 10th Annual Report of your Companytogether with the Audited financial Statements for the financial year ended 31st March2016.

1. Financial Highlights

Financial Summary and performance Highlights of your Company for the financial yearended 31st March 2016 on standalone basis are as follows:

(Rs. in lacs)
PARTICULARS Year ended 31.03.2016 Year ended 31.03.2015
Revenue from operations 190581.13 140767.79
Other Income 366.96 393.82
Increase/(Decrease) in stocks (2050.27) (3037.37)
Total Income 190948.09 141161.61
Total Expenditure 182249.58 135899.72
Profit/ (Loss) Before tax 8698.51 5261.89
Provision for tax 3068.15 1763.63
Profit after tax 5630.36 3498.26
Paid-up Share Capital 11063.23 10263.23
Reserves and Surplus (excluding revaluation reserve) 25190.25 17099.00

Previous year’s figures have been regrouped/ rearranged wherever considerednecessary.

2. Year in Retrospect

During the year under review total income of the Company was Rs. 190948.09 lacs asagainst Rs. 141161.61 lacs in the previous year. The Company was able to earn a profitafter tax of Rs. 5630.36 lacs for the year as against a profit of Rs. 3498.26 lacs inprevious year. Your Directors are putting in their best efforts to improve the performanceof the Company.

3. Reserves & Surplus

The net movement in the major reserves of the Company for FY 2015-16 and the previousyear are as follows:

(Rs. In lacs)
Particulars FY 2015-16 FY 2014-15
Securities Premium Account 9955.40 5955.41
Debenture Redemption Reserve 310.00 310.00
Profit & Loss A/c (Cr.) 14924.85 10833.59
Total 25190.25 17099.00

During the year under review the Company has not transferred any amount to anyreserves.

4. Public deposits

During the financial year 2015-16 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

5. Material Changes after the close of the financial year affecting thefinancial position of the Company

Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company-31st March 2016 till the date of this report except thatthe Board of Directors of your Company has approved the following in its meeting held on30th May 2016: a. Setting up of project at Abu Dhabi UAE through its subsidiary havingcapacity of 60000 MT for manufacturing of copper products with an investment of 150million US Dollar out of which 50 million US Dollar will be invested through equity andthe balance 100 million US Dollar will be through debt. b. Acquisition of 100% share ofShilpi Worldwide PTE Ltd Singapore which is presently a step down wholly owned subsidiaryof the Company.

Accordingly the Company has bought 100% the shares of Shilpi Worldwide PTE LtdSingapore from company’s direct wholly owned subsidiary -Shilpi Worldwide DMCC at thevalue of USD 5303947. After this transaction Shilpi Worldwide PTE Ltd Singapore hasbecome a direct wholly owned subsidiary of the Company instead of step down wholly ownedsubsidiary.

6. Dividend

Your Directors are pleased to recommend a dividend of Re.1/- per equity share for thefinancial year ended 31st March 2016 subject to the approval of the shareholders at theensuing Annual General Meeting of the Company.

7. Performance and Financial Position of Subsidiaries/ Joint Ventures/Associates

As on 31st March 2016 the Company had One Wholly Owned Subsidiary Company viz."Shilpi Worldwide DMCC UAE" and one step down subsidiary viz. Shilpi WorldwidePTE Ltd Singapore.

Winston Metal FZE UAE (WM FZE) was a step down subsidiary of your Company through thewholly owned subsidiary Shilpi Worldwide DMCC UAE. During the financial year under reviewWinston Metal FZE UAE (WM FZE) ceased to be step down subsidiary of your Company.

Shilpi Worldwide DMCC UAE: During the year under review the revenue of theCompany decreased from AED 852863754 in the financial year 2014-15 to AED 743385646 inthe financial year 2015-16.

Shilpi Worldwide PTE Ltd Singapore: During the year under review the sales of theCompany increased from USD 57473889 in the financial year 2014-15 to USD 89613930 inthe financial year 2015-16 due to which the gross profit also decreased from USD 1426923to USD 965742. After the close of the financial year Shilpi Worldwide PTE Ltd Singaporehas now become the direct wholly owned subsidiary of your Company. The consolidatedfinancial statement of the Company and its subsidiaries are prepared in manner as providedunder Section 129 of the Companies Act 2013 read with rules made there under.Accordingly statement containing the salient feature of the financial statement of acompany’s subsidiary or subsidiaries associate company or companies and jointventure or ventures in Form AOC-1 is attached as Annexure-I.

Policy for determining material subsidiaries of the Company has been provided on thewebsite: http://www.shilpicables.com/pdf/Policy%20for%20Determing%20Material%20Subsidiary.pdf

8. Change in the nature of business

There has been no major change in the nature of business of your Company during theyear.

During the year the Company has entered into a joint venture with the EyecomTelecommunications Equipments Ltd headquarter in New Zealand one of leading RF pathtechnology solution providers globally to introduce Base Station Antenna (BSA) productsfor 2G/3G/4G for marking its foray in the next generation technology of Radio Frequency(RF). The Joint Venture Company for this purpose is under incorporation and the operationsof the joint venture shall start after formation of the Joint Venture Company.

Your Board has also decided to set-up a project at Abu Dhabi UAE through itssubsidiary having capacity of 60000 MT for manufacturing of copper products which isunder process.

9. Directors and Key Managerial Personnel

In terms of Section 149 of the Companies Act 2013 the Company has appointed thefollowing as Independent Directors of the Company:

• Mr. Sunil Kala

• Mr. Sandeep Gupta

• Mr. Vikas Gupta

• Mrs. Malika Gupta (resigned w.e.f. 4th August 2016)

• Mrs. Chitra Sarkar

In accordance with the provisions of section 149 of the Companies Act 2013 all theindependent directors are non rotational. The details of the familiarization programmesfor Independent Directors are disclosed on the Company’s websitehttp://www.shilpicables.com/pdf/Familiarisation%20Programme%20for%20Ind.%20Directors.pdfIn terms of Section 203 of the Act the following are appointed/ designated as KeyManagerial Personnel of your Company by the Board:

• Mr. Manish Goel Managing Director

• Mr. Ghanshyam Pandey Whole-Time Director

• Mr. Manish Bhatt Chief Executive Officer

• Mr. Ajay Mahajan Chief Financial Officer (appointed with effect from 14thAugust 2015)

• Ms. Sneha Modi Company Secretary (resigned with effect from 23rd June 2016)

• Mr. Ravi Shankar Company Secretary (appointed with effect from 12th August2016)

During the year and till the date of report details of change in the Board ofDirectors and the Key Managerial Personnel are as below:

Name Designation Date of Appointment Date of Resignation Date of change in designation
Mr. Vikas Gupta Director 31-03-2015 N.A. 30-09-2015*
Mr. Hans Das Maheshwari Director 31-01-2015 N.A. 30-09-2015*
Mrs. Malika Gupta Director 31-03-2015 04-08-2016 30-09-2015*
Mrs. Chitra Sarkar Director 29-05-2015 N.A. 30-09-2015*
Mr. Vikas Jaiswal CFO 26-05-2014 14-07-2015 N.A.
Mr. Ajay Mahajan CFO 14-08-2015 N.A. N.A.
Ms. Sneha Modi Company Secretary 27-01-2014 23-06-2016 N.A.
Mr. Ravi Shankar Company Secretary 12-08-2016 N.A. N.A.

* Additional Directors appointed as Directors in the Annual General Meeting.

Mr. Ghanshyam Pandey Whole Time Director is liable to retire by rotation in theensuing Annual General Meeting and being eligible offer himself for re-appointment.Directors recommend his re-appointment.

The Board has laid down separate Codes of Conduct for Directors and Senior Managementpersonnel of the Company and the same are posted on the Company’s website athttp://www.shilpicables.com/pdf/code_new.pdf. All Board Members and Senior Managementpersonnel have affirmed compliance with the Code of Conduct. The Managing Director hasalso confirmed and certified the same. The certification is enclosed at the end of theReport on Corporate Governance.

10. Declaration of Independence

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well as theSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

11. Disclosure of commission paid to managing or whole time directors

There is no commission paid or payable by your company to the managing director or thewhole time director.

12. Number of meetings of the Board of Directors

The details of the number of Board of Directors of your Company are as below:

Meeting No. of Meeting Dates of Meeting
Board of Directors Six (6) 29-05-2015 14-08-2015 13-10-2015
26-10-2015 07-11-2015 12-02-2016

The details of the date of Board Meeting meeting of the Committees of the Boardincluding attendance of the directors in such meeting in mentioned in the CorporateGovernance Report attached to this Directors Report.

13. Annual Evaluation of Board performance and performance of its committees andindividual directors

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 and the listing agreement the Board hascarried out an annual evaluation of its own performance performance of the Directorsindividually as well as the evaluation of the working of its Committees. Feedback wassought from Directors about their views on the performance of the Board covering variouscriteria. Feedback was also taken from directors on his assessment of the performance ofthe other Directors. The Nomination and Remuneration Committee (NRC) then discussed theabove feedback received from all the Directors. Based on the inputs received the Chairmanof the NRC also made a presentation to the Independent Directors at their meetingsummarizing the inputs received from the Directors as regards Board performance as awhole and of the Chairman. Post the meeting of the Independent Directors theircollective feedback on the performance of the Board (as a whole) was discussed by theChairman of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of itsperformance and these assessments were presented to the Board for consideration. Areas onwhich the Committees of the Board were assessed included degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.Feedback was provided to the Directors as appropriate. Significant highlights learningand action points arising out of the evaluation were presented to the Board.

14. Remuneration Policy for the Directors Key Managerial Personnel and other employees

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued thereunder and the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 and the listing agreement the Board ofDirectors of the Company has formulated the Nomination and Remuneration Policy of yourCompany on the recommendations of the Nomination and Remuneration Committee.

The Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors and other matters is set-out in Annexure-II to thisReport.

15. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following Committees constituted by the Boardfunction according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Finance Committee

Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mr. Sandeep Gupta– Chairman (Non-executive Independent Director)

2. Mr. Ghanshyam Pandey– Member (Executive Director)

3. Mr. Sunil Kala – Member (Non-executive Independent Director)

Stakeholders Relationship Committee:

1. Mr. Sandeep Gupta– Chairman (Non-executive Independent Director)

2. Mr. Ghanshyam Pandey– Member (Executive Director)

3. Mr. Sunil Kala – Member (Non-executive Independent Director)

Nomination and Remuneration Committee:

1. Mr. Sandeep Gupta– Chairman (Non-executive Independent Director)

2. Mr. Sunil Kala – Member (Non-executive Independent Director)

3. Mr. Mukesh Kumar Gupta- Member (Non-executive Director )

Corporate Social responsibility Committee

1. Mr. Sandeep Gupta– Chairman (Non-executive Independent Director)

2. Mr. Ghanshyam Pandey– Member (Executive Director)

3. Mr. Sunil Kala – Member (Non-executive Independent Director)

Finance Committee

1. Mr. Mukesh Kumar Gupta– Chairman (Non-executive Director)

2. Mr. Manish Goel – Member (Executive Director)

3. Mr. Ghanshyam Pandey- Member ( Executive Director)

4. Mr. Sunil Kala – Member (Non-executive Independent Director)

5. Mrs. Chitra Sarkar- Member (Non-executive Independent Director)

16. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by theBoard.

17. Conservation of Energy Technology Absorption

The information on conservation of energy and technology absorption stipulated underSection 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014 is attached as Annexure-III.

18. Particulars of Employees and Remuneration

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in Annexure-IV to this Report.

19. Related Party Transactions

In line with the requirements of the Companies Act 2013 Listing Agreement & SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 the Company hasformulated a Policy on Related Party Transactions and the same is uploaded on theCompany’s website: http://www.shilpicables.com/pdf/RPT%20Policy.pdf . Details ofRelated Party Transactions as per AOC-2 are provided in Annexure-V.

20. Loans and investments

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are givenin notes to the financial statements.

21. Extract of Annual Return

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in Form MGT-9 is provided in Annexure-VI.

22. Auditors and auditors’ report:

M/s. RMA & Associates Chartered Accountants (Firm Registration No. 00978N) havebeen appointed as the Statutory Auditors of the Company in the 8th Annual General Meetingof the Company held on September 1 2014 to hold the office till the conclusion of 13thAnnual General Meeting of the Company subject to the ratification of shareholders atevery Annual General Meeting.

Further the ratification in respect with the appointment of M/s. RMA & AssociatesChartered Accountants as the Statutory Auditors of the Company is proposed for theratification of shareholders in the Notice of 10th Annual General Meeting of the Company.

The Auditors’ Report for the financial year 2015-16 does not contain anyqualification observation or adverse remarks and accordingly no comments required by yourBoard of Directors on the same.

23. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014; the Secretarial AuditReport provided by the Secretarial Auditors is annexed as Annexure-VII.

The Secretarial Auditors’ Report for the financial year 2015-16 does not containany qualification observation or adverse remarks and accordingly no comments required byyour Board of Directors on the same.

24. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. The Companyhas an Internal Control System commensurate with the size scale and complexity of itsoperations. The report of the statutory auditors on the Internal Financial Control of theCompany is part of the Auditors Report on the annual Financial Statement of the Companyfor the financial year ended 31st March 2016.

In terms of section 138 of the Companies Act 2013 Mr. Yogesh Tayal CharteredAccountant is the Internal Auditor of your Company. The Company has also an AuditCommittee who interacts with the Statutory Auditors Internal Auditor and Management indealing with matters within its terms of reference.

25. Risk management

Your Directors has adopted a Risk Management Policy for the Company. The AuditCommittee of the Company reviews the risks involved in the Company from time to time ifany and takes appropriate measures to minimize the same. The Audit Committee ensures thatthe policy for risk management is adopted across the Company. The copy of Risk ManagementPolicy is uploaded on website of the Company at http://www.shilpicables.com/pdf/Risk%20Management%20Policy.pdf Your Company recognizes that risk is an integral partof business and is committed to managing the risks in a proactive and efficient manner.Your Company periodically assesses risks in the internal and external environment. YourCompany through its risk management process strives to contain impact and likelihood ofthe risks within the risk appetite as decided by the management.

There are no risks which in the opinion of the Board threaten the existence of yourCompany.

26. Cost Records and Cost Audit Report

On the recommendation of Audit Committee the Board of Directors in its meeting held on12th August 2016 has appointed M/s. MM & Associates Cost Accountants as the CostAuditor of the Company for the financial year 2016-17 on the aggregate remuneration of Rs.60000/- (Rupees Sixty Thousand only) plus taxes as applicable and out of pocketexpenses in accordance with the provisions under Section 148 of the Companies Act 2013read with rules made there under.

The remuneration payable to the Cost Auditor of the Company has been proposed for theratification by the members of the Company and shall form part of the notice of 10thAnnual General Meeting.

27. Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour.

Pursuant to Section 177(9) of the Companies Act 2013 and the SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 and the listing agreement a vigilmechanism was established for directors and employees to report to the managementinstances of unethical behavior actual or suspected fraud or violation of theCompany’s code of conduct or ethics policy. The copy of vigil mechanism policy isuploaded on the website of your company athttp://www.shilpicables.com/pdf/Vigil%20Mechanism%20Policy.pdf

28. Corporate Governance

Pursuant to the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015and the Listing Agreements with the Stock Exchanges and relevant sections of the Act theManagement Discussion and Analysis Report are annexed as Annexure-VIII. Further aReport on Corporate Governance and Certificate on compliance of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 is as Annexure-IX.

29. Code of Conduct for Prevention of Insider Trading

Your Company’s Code of Conduct for Prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s)/promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpublished price sensitive information relating to the Company.

The Directors their relatives senior management personnel persons forming part ofpromoter(s)/promoter group(s) designated employees etc. are restricted in purchasingselling and dealing in the shares of the Company while in possession of unpublished pricesensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to RegulateMonitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading)Regulation 2015 and the same can be accessed on the website of the Company –http://www.shilpicables.com/pdf/16may.pdf Your Board of Directors has also approved theCode for Fair Disclosure and the same can be accessed through the following link:http://www.shilpicables.com/pdf/16may2.pdf

30. Corporate Social Responsibility

Shilpi is committed to improve quality of lives of people in the community its servesthrough long term stakeholder value creation. CSR activities at Shilpi are implementedthrough Adarsh Shiv Shakti Shiksha Samiti (Presidium School) & Nathiya CharitableTrust. The Board has constituted a Corporate Social Responsibility Committee headed by Mr.Sandeep Gupta as Chairman with Sunil Kala and Mr. Ghanshyam Pandey as Members. TheCompany has framed its CSR Policy in compliance with the provisions of the Companies Act2013 and the same is placed on the Company’s website at the web link:http://www.shilpicables.com/pdf/CSR%20Policy%20.pdf The Annual Report on Corporate SocialResponsibility Activities is annexed as Annexure-X.

31. Significant/material orders passed by the regulators

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

32. Employees Stock Option Scheme

Your Company has implemented as an Employee Stock Option Scheme (Shilpi ESOS 2014) toreward the eligible employees for their contribution to the success of the Company and toprovide an incentive to continue contributing to the success of the Company. It isenvisaged that the Scheme is to attract reward motivate and retain its employees forhigh levels of individual performance which will ultimately contribute to the success ofthe Company. The relevant disclosure as per the SEBI (Share Based Employee Benefits)Regulations 2014 read with the SEBI Circular No. CIR/CFD/ POLICY CELL/ 2/ 2015 dated 16thJune 2015 is as below:

1. Relevant disclosures in terms of the ‘Guidance note on accounting for employee share-based payments’ issued by ICAI or any other relevant accounting standards as prescribed from time to time Disclosed in the financial statement [Please see sub- note no. 18 of note 27]
2. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with Accounting Standard 20 - Earnings Per Share’ issued by ICAI or any other relevant accounting standards as prescribed from time to time Disclosed in the financial statement [Please see sub- note no. 10 of note 27]
3. Details related to ESOS:
(i) A description of each ESOS that existed at any time during the year including the general terms and conditions of each ESOS including
(a) Date of shareholder’s approval 1st September 2014
(b) Total no. of options approved under ESOP 500000 (five lacs)
(c) Vesting requirements a. 33% of the total Options Granted on the Grant Date shall vest on the 2nd Anniversary of the Grant Date;
b. Further 33% of the total Options Granted on the Grant Date shall vest on the 3rd Anniversary of the Grant Date;
c. Balance of the total Options Granted on the Grant Date shall vest on the 4th Anniversary of the Grant Date
(d) Exercise price or price formula The Exercise Price of the Option shall be Rs. 10/- per share.
(e) Maximum term of options granted Five years from the Grant Date
(f) Source of shares (primary secondary or combination) Primary
(g) Variation in terms of options N.A.
(ii) Method used to account for ESOS - Intrinsic or fair value Intrinsic
(iii) Where the company opts for expensing of the options using the intrinsic value of the options the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. Disclosed in the financial statement [Please see sub- note no. 18 of note 27]
(iv) Option movement during the year (For each ESOS):
(a) Number of options outstanding at the beginning of the period Nil
(b) Number of options granted during the year 436826
(c) Number of options forfeited / lapsed during the year 37461
(d) Number of options vested during the year Nil
(e) Number of options exercised during the year Nil
(f) Number of shares arising as a result of exercise of options Nil
(g) Money realized by exercise of options (INR) if scheme is implemented directly Nil
(h) Loan repaid by the Trust during the year from exercise price received N.A.
(i) Number of options outstanding at the end of the year 399365
(j) Number of options exercisable at the end of the year Nil
(v) Weighted-average exercise prices and weighted- average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. N.A.[no exercise of option during the year]
(vi) Employee wise details (name of employee designation
number of options granted during the year exercise
price) of options granted to -
(a) senior managerial personnel/ KMPs;
Mr. Ghanshyam Pandey - Whole-Time Director 30813
Mr. Manish Bhatt - Chief Executive Officer 30813
Ms. Sneha Modi - Company Secretary 1707
(b) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year
Mr.Vinay Mittal – Group CFO 30813 7.05%
Mr. M. K. Sethi – President 30813 7.05%
Mr. R. Madhavan – Business Head (Telecom) 30813 7.05%
(c) Identified employees who were granted option during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant Nil
(vii) A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: Disclosed in the financial statement [Please see sub-note no. 18 of note 27]
(a) the weighted-average values of share price exercise price expected volatility expected option life expected dividends the risk-free interest rate and any other inputs to the model;
(b) the method used and the assumptions made to incorporate the effects of expected early exercise;
(c) how expected volatility was determined including an explanation of the extent to which expected volatility was based on historical volatility; and
(d) whether and how any other features of the option grant were incorporated into the measurement of fair value such as a market condition

Your Board of Directors has obtained a certificate from the auditors of the companythat the Shilpi Employees Stock Option Scheme - 2014 is being implemented in accordancewith SEBI (Share Based Employee Benefits) Regulations 2014 and in accordance with theresolution of the company passed in the Annual General Meeting held on 1st September2014. The Auditors’ Certificate shall be laid before the ensuing Annual GeneralMeeting of your Company.

33. Disclosure under the sexual harassment of women at workplace (PreventionProhibition And Redressal) Act 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Shilpi Cables premises through various interventions andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment. The Company has in placerobust policy on prevention of sexual harassment at workplace. The policy aims atprevention of harassment of employees as well as contractors and lays down the guidelinesfor identification reporting and prevention of sexual harassment. There is InternalComplaint Committee (ICC) which is responsible for redressal of complaints related tosexual harassment and follows the guidelines provided in the policy. ICC has its presenceat corporate office as well as at site locations.

During the year ended 31st March 2016 the ICC has not received any complaintspertaining to sexual harassment.

34. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Directorsconfirm that: a. in the preparation of the annual accounts for the financial year ended31st March 2016 the applicable accounting standards and Schedule III of the CompaniesAct 2013 have been followed and there are no material departures from the same; b. theDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company as at 31st March 2016 and of the profit and lossof the Company for the financial year ended 31st March 2016; c. proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d. the annual accounts havebeen prepared on a ‘going concern’ basis; e. proper internal financial controlslaid down by the Directors were followed by the Company and that such internal financialcontrols are adequate and were operating effectively; and f. proper systems to ensurecompliance with the provisions of all applicable laws were in place and that such systemswere adequate and operating effectively.

35. Stock Exchange Listing

The shares of the Company are listed on BSE Limited (BSE) and National Stock Exchangeof India Limited. The listing fee for the financial year 2016-17 has been paid to BSE andNational Stock Exchange of India Limited.

36. General

Your Board of Directors further confirms that (a) Your Company has not issued equityshares with differential rights as to dividend voting or otherwise; and (b) there is noscheme in your Company to finance any employee to purchase shares of your Company.

37. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation forthe co-operation and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record its appreciation of the devoted services ofthe employees support and co-operation extended by the valued business associates and thecontinuous patronage of the customers of the Company.

On behalf of the Board of Directors
For Shilpi Cable Technologies Limited
Manish Goel Mukesh Kumar Gupta
Date : 12th August2016 Managing Director Chairman
Place : New Delhi DIN-00163105 DIN-00163044

Annexure-I

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures Part "A": Subsidiaries

Sr. No. Name of the Subsidiary The date since when subsidiary was acquired Reporting period for the subsidiary concerned if different from the holding company’s reporting period Reporting currency

Exchange rate as at 31st March 2016

Share capital (in Rs.)

Reserves & surplus (Amount in Rs.)

Total Assets (Amount in Rs.)

Total Liablities (Amount in Rs.)

Investments (Amount in Rs.)

Turnover (Amount in Rs.)

Profit/ (Loss) before taxation (Amount in Rs.)

Provision for taxation (Amount in Rs.)

Profit/ (Loss) after taxation (Amount in Rs.)

Proposed Dividend (Amount in Rs.)

Extent of shareholding (in %)

1 M/s Shilpi Worldwide DMCC UAE 06-07-2011 1st April 2015 to 31st March 2016 AED (Arab Emirate Dirham) 18.06 18060000.00 3508046658.06 9466711081.38 5537997845.94 363243669.60 13425544766.76 926351272.98 - 926351272.98 - 100%
2 M/s Shilpi Worldwide PTE Ltd Singapore* NA 1st April 2015 to 31st March 2016 USD 66.33 351810804.51 66033040.59 417843845.10 (841258680.57) Nil 5944091976.90 66109917.06 (9003700.53) 57106216.53 - 0%
3 Shilpi Global LLC* NA 1st April 2015 to 31st March 2016 AED (Arab Emirate Dirham) 18.06 5418000.00 115174146.36 349917755.46 162245260.80 Nil 543047043.00 110576016.18 - 110576016.18 - 0%

* Step Down Subsidiary

1. Name of the subsidiaries which are yet to commence operations- N.A.

2. Name of subsidiaries which have been liquidated or sold during the year- N.A.

Part "B": Associate & Joint Venture Companies : N.A. (there is noassociates or joint venture company of Shilpi Cable Technologies Ltd.)

ANNEXURE-II

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of theCompanies Act 2013 read along with the applicable rules thereto and Clause 49of the Listing Agreement as amended from time to time. This policy on nomination andremuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors.

Definitions:

"Remuneration" means any money or its equivalent given or passed toany person for servicesrendered by him and includes perquisites as defined under theIncome-tax Act 1961;

"Key Managerial Personnel" means: i. Managing Director or ChiefExecutive Officer or Manager and in their absence a Whole-timeDirector; ii. ChiefFinancial Officer; iii. Company Secretary; and iv. Such other officer as may beprescribed.

"Senior Managerial Personnel" mean the personnel of the company who aremembers of its coremanagement team excluding Board of Directors comprising all membersofmanagement one level below the Executive Directors includingthe functional heads.

Objective:

The objective of the policy is to ensure that

• the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully; • relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and

• Remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals.

Role of the Committee:

The role of the NRC are inter alia includes the following:

• To formulate criteria for determining qualifications positive attributes andindependence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Director’s performance.

• To recommend to the Board the appointment and removal of Directors and SeniorManagement.

• To recommend to the Board policy relating to remuneration for Directors KeyManagerialPersonnel and Senior Management.

• To devise a policy on Board diversity composition size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to timeand / or enforcedby any statutory notification amendment or modification as may beapplicable.

• To perform such other functions as may be necessary or appropriate for theperformance of itsduties.

• Employee Stock Option Scheme: a) Formulation of ESOP plans and decide on futuregrants; b) Formulation of terms and conditions of the ESOP scheme; c) Performancecondition s attached to any ESOP Plan; d) Any other matter which may be relevant for theadministration of ESOP schemes from time to time.

APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT a)The Committee shall identify and ascertain the integrity qualification expertise andexperience of the person for appointment as Director KMP or at Senior Management leveland recommendhis / her appointment as per Company’s Policy. b) A person shouldpossess adequate qualification expertise and experience for the position he / she isconsidered for appointment. The Committee has authority to decide whetherqualificationexpertise and experience possessed by a person is sufficient / satisfactoryfor the position. c) The Company shall not appoint or continue the employment of anyperson as Whole-time Director who has attained the age of seventy years. Provided that theterm of the person holding this position may be extended beyond the age of seventy yearswith the approval ofshareholders by passing a special resolution.

TERM/ TENURE

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector orExecutive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlierthan one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of theCompany and will be eligible for re-appointment on passing of a specialresolution by the Company anddisclosure of such appointment in the Board’s report.

No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5years each but such Independent Director shall be eligible for appointmentafter expiry of three years ofceasing to become an Independent Director.

Provided that an Independent Director shall not during the said period of three yearsbe appointed in orbe associated with the Company in any other capacity either directly orindirectly.

At the time of appointment of Independent Director it should be ensured that number ofBoards onwhich such Independent Director serves is restricted to seven listed companies asan IndependentDirector and three listed companies as an Independent Director in case suchperson is serving as aWhole-time Director of a listed company or such other number as maybe prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules andregulations and the policy of the Company.

RETIREMENT

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the DirectorKMP Senior Management Personnel in the same position/remuneration or otherwise even afterattaining the retirement age for the benefit of theCompany.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1) Remuneration to Managing Director / Whole-time Directors: a) TheRemuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors etc.shall be governed as per provisions of the Companies Act 2013 and rules made there underor any other enactment for the time being in force and the approvalsobtained from theMembers of the Company. b) The Nomination and Remuneration Committee shall make suchrecommendations to the Board of Directors as it may consider appropriate with regard toremuneration to Managing Director / Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors: a) TheNon-Executive / Independent Directors may receive sitting fees and such other remunerationas permissible under the provisions of Companies Act 2013. The amount of sitting feesshall be such as may be recommended by the Nomination and Remuneration Committee andapproved by the Board of Directors. b) All the remuneration of the Non- Executive /Independent Directors (excluding remuneration for attending meetings as prescribed underSection 197 (5) of the Companies Act 2013) shall be subject to ceiling/ limits asprovided under Companies Act 2013 and rules made there under or any other enactment forthe time being in force. The amount of such remuneration shall be such as may berecommended by the Nomination and RemunerationCommittee and approved by the Board ofDirectors or shareholders as the case may be. c) An Independent Director shall not beeligible to get Stock Options and also shall not beeligible to participate in any sharebased payment schemes of the Company. d) Any remuneration paid to Non- Executive /Independent Directors for services rendered which are of professional in nature shall notbe considered as part of the remuneration forthe purposes of clause (b) above if thefollowing conditions are satisfied: i) The Services are rendered by such Director in hiscapacity as the professional; and ii) In the opinion of the Committee the directorpossesses the requisite qualification forthe practice of that profession. e) TheCompensation Committee of the Company constituted for the purpose of administering theEmployee Stock Option/ Purchase Schemes shall determine the stock options andother sharebased payments to be made to Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management: a) Theremuneration to Key Managerial Personnel and Senior Management shall consist offixed payand incentive pay in compliance with the provisions of the Companies Act 2013 and inaccordance with the Company’s Policy. b) The Fixed pay shall include monthlyremuneration employer’s contribution to ProvidentFund contribution to pension fundpension schemes etc. as decided from to time. c) The Incentive pay shall be decided basedon the balance between performance of theCompany and performance of the Key ManagerialPersonnel and Senior Management to bedecided annually or at such intervals as may beconsidered appropriate.

IMPLEMENTATION

• The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate.

• Company shall disclose the remuneration policy and evaluation criteria in itsAnnual Report.

• The Committee may Delegate any of its powers to one or more of its members.

ANNEXURE-III

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Section 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014

A. Conservation of energy
(i) The steps taken or impact on conservation of energy Following steps are being taken by the company for conservation of energy:
(ii) The steps taken by the company for utilising alternate sources of energy • New copper section is being designed in such a way that day light is being utilized for all normal working without use of tube light /bulbs in day time as well to reduce temperature inside the shade rotatory blades are being place in roof which are working from wind energy instead of conventional exhaust fan
• Power factor maintained at optimum level to reduce power consumption.
• Improved preventive maintenance of machines to reduce energy loss.
(iii) The capital investment on energy conservation equipments Nil
B. Technology absorption
(i) The efforts made towards technology absorption Innovation in process control product development cost reduction and quality improvement are being made on continuous basis as per the requirements of domestic and international markets. The technology being used for the manufacture of cables is developed by in-house efforts and is at par with industry norms.
(ii) The benefits derived like product improvement cost reduction product development or import substitution Upliftment of facilities proper resource utilization lesser scrap/wastage generation better preventive maintenance lesser breaks down & enhancement of productivity & morale of work force improved Plant housekeeping & tidiness.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) The details of technology imported N.A.
(b) The year of import . N.A.
(c) Whether the technology been fully absorbed N.A.
(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof N.A.
(iv) Expenditure on Research & Development N.A.
C. Foreign exchange earnings and Outgo
(a) Total Foreign Exchange Earnings in 2015-16 (Equivalent Rs. in lacs) 20419.50
(b) Total Foreign Exchange outgo in 2015-16 (Equivalent Rs. In lacs) 95291.91

ANNEXURE-IV

INFORMATION REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

A. Ratio of remuneration of each Director to the median remuneration of all theemployees of Your Company for the financial year 2015-16 are as follows:

Name of the Director Total Remuneration (Rs.) Ratio of remuneration of director to the Median remuneration
Mr. Manish Goel 17978400 75.33:1
Mr. Ghanshyam Pandey 3000000 12.57:1
Mr. Mukesh Kumar Gupta 325000 1.36:1
Mr. Sunil Kala 225000 0.94:1
Mr. Sandeep Gupta 150000 0.63:1
Mr Hans Das Maheshwari (Representative of IDBI consortium as lender) 50000 0.21:1
Mr Vikas Gupta 100000 0.42:1
Mrs. Malika Gupta 25000 0.10:1
Mrs. Chitra Sarkar 125000 0.52:1

B. Details of percentage increase in the remuneration of each Director and CFO &Company Secretary in the financial year 2015-16 are as follows:

Name Designation Remuneration (Rs.)* Increase
2015-16 2014-15 %
Mr. Manish Goel Managing Director 17978400 5983500 200.47%
Mr. Ghanshyam Pandey Director 3000000 2700000 11.11%
Mr. Mukesh Kumar Gupta Director 325000 Nil N.A.
Mr. Sunil Kala Director 225000 Nil N.A.
Mr. Sandeep Gupta Director 150000 Nil N.A.
Mr Hans Das Maheshwari (Representative of IDBI consortium as lender) Director 50000 Nil N.A.
Mr Vikas Gupta Director 100000 Nil N.A.
Mrs. Malika Gupta** Director 25000 Nil N.A.
Mrs. Chitra Sarkar Director 125000 Nil
Mr. Vikas Jaiswal*** Chief Financial Officer NA 1263756 N.A.
Mr. Ajay Mahajan# Chief Financial Officer 4082400 NA N.A.
Ms. Sneha Modi## Company Secretary 398244 300000 32.75%

*Remuneration includes sitting fee paid to Non Executive Directors **Mrs. Malika Guptahas resigned w.e.f 4th August 2016.

***Mr. Vikas Jaiswal has resigned w.e.f 14th July 2015.

#Mr. Ajay Mahajan has been appointed w.e.f 14th August2015. ## Ms. Sneha Modi hasresigned w.e.f 23rd June2016.

C. Percentage increase in the median remuneration of all employees in the financialyear 2015-16:

2015-16 2014-15 Increase (%)
Median remuneration of all employees per annum 238648 276000 -14%

D. Number of permanent employees on the rolls of the Company as on 31st March 2016: 341

E. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

(Amount in Rs.)
2015-16 2014-15 Increase (%)
Average salary of all Employees (other than Key Managerial Personnel) 414365 503248.43 20.63%
Salary of MD & CEO 24751362 5600000 128.11%
Salary of CFO & CS 4480994 1065624 45.59%
Salary of WTD 3000000 2700000 11.11%

The gross sales of cables wires and accessories for the financial year ended 31stMarch2016 have increased by 35.39%.

F. Affirmation:

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and senior management.

G. Statement containing the particulars of employees in accordance with Rule 5 (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

Names of the top ten employees in terms of remuneration drawn:

1. Manish Goel

2. Manish Bhatt

3. Ajay Mahajan

4. Madhavan Rajagopalan

5. Vishal Sharma

6. Vinay Mittal

7. Ghanshyam Pandey

8. Vinay Kant Sharma

9. Sanjeev Kumar Chaudhary 10. Pritawish Paul

List of employees of the Company employed throughout the financial year 2015-16 andwere paid remuneration not less than one crore and two lakhs rupees per annum

1) Name of the Employee: Mr. Manish Goel

2) Designation: Managing Director

3) Remuneration received: Rs. 17978400

4) Nature of Employment whether Contractual or otherwise: Contractual

5) Qualification and Experience: : Bachelor’s Degree in BusinessManagement from Rai University (Institute of Learning and Management) & experience ofmore than 10 years..

6) Date of Commencement of Employment: 01.03.2007

7) Age: 34 years

8) The Last employment held by such employee before joining the Company: Nil

9) The percentage of equity shares held by himself or along with spouse anddependent children:

0.01%

10) Whether employee is a relative of any director or manager of the Company and if soname of such director or manager: Yes Son of Mr. Mukesh Kumar Gupta Chairman of theCompany.

Employees employed for the part of the year and were paid remuneration during thefinancial year 2014-15 at a rate which in aggregate was not less than Eight lakh and fiftythousand rupees per month Nil

ANNEXURE-V

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014

Form for Disclosure of particulars of contracts/ arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto

1. Details of contracts or arrangements or transactions not at Arm’s lengthbasis.

S. No. Particulars Details
1 Name (s) of the related party & nature of relationship
2 Nature of contracts/ arrangements/ transaction
3 Duration of the contracts/ arrangements/ transaction
4 Salient terms of the contracts or arrangements or transaction including the value if any N.A. [there is no contracts or arrangements or transactions not at Arm’s length basis]
5 Justification for entering into such contracts or arrangements or transactions’
6 Date of approval by the Board
7 Amount paid as advances if any
8 Date on which the special resolution was passed in General meeting as
required under first proviso to section 188

2. Details of material contracts or arrangements or transactions at Arm’slength basis

S. No. Particulars Details
1 Name (s) of the related party & nature of relationship
2 Nature of contracts/ arrangements/ transaction N.A. [There is no material related party contracts or arrangements or transactions at Arm’s length basis
3 Duration of the contracts arrangements/ transaction
4 Salient terms of the contracts or arrangements or transaction including the value if any
5 Date of approval by the Board
6 Amount paid as advances if any

 

On behalf of the Board of Directors
For Shilpi Cable Technologies Limited
Manish Goel Mukesh Kumar Gupta
Date : 12th August2016 Managing Director Chairman
Place : New Delhi DIN-00163105 DIN-00163044

Annexure-VII

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Shilpi Cable Technologies Limited.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by SHILPI CABLE TECHNOLOGIESLIMITED(hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial Audit We hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31st March 2016complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Company for the financial year ended on 31st March 2016according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’)and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulationsand Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI ACT’) :-

(a) The Securities and Exchange Board of India(Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations2015 ;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 and amendments from time to time;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; and The Securities and Exchange Board ofIndia (Shared Based Employees Benefits) Regulations 2014

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;(Not Applicable to the Company during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not Applicable to the Company during the audit period)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not Applicable to the Company during the audit period)

(vi) The Employees’ Provident Fund and Miscellaneous Provisions Act 1952;

(vii) The Employees State Insurance Act1948 (viii) The Payment of Bonus Act1956 (ix)Factories Act1948; (ix) The Payment of Gratuity Act 1972; (x) Industrial DisputeAct1947

(ix) The Environment (Protection) Act 1986 and rules made thereunder;

(x) Other laws applicable to the Company as per the representations made by theCompany. We have also examined compliance with the applicable clauses of the following:(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited and nationalStock Exchange of India Limited and SEBI( Listing Obligation and Disclosure Requirements)Regulations2015.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advanceand a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

All decisions at Board meetings were carried out unanimously as recorded in the minutesof the meetings of Board of Directors.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period :

(a) The Company had issued and allotted 15000000 covertible warrants on preferentialbasis to M/s. Shilpi Cables Private Limited a person belonging to the promoter categoryat an exercise price of Rs. 60/- per underlying equity share of the face value of Rs. 10each on 13th October2015. Out of which 8000000 ( Eighty Lakhs) warrants havebeen converted into equal number of equity shareson 28.03.2016.

(b) During the year 2015-16 dividend of Rs. 1/- per fully paid up equity sharedeclared and paid to equity share holders.

For Ajay Behera & Associates
Company Secretaries
Ajay Behera
Place : New Delhi ACS No.: 21817
Date : 30th May2016 CP No.: 7980

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Brief outline of the Company’s CSR Policy:

The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board.

The CSR Committee may decide from time to time to undertake any CSR activities asdefined under schedule VII of the Companies Act 2013. However the focus area ofCompany’s CSR activities shall be as under: (a) Promoting Education; The operationsof the Company are mainly spread in Delhi Haryana and Rajasthan. Though the focus of theCSR activities shall be in the Delhi Haryana Utter Pradesh and Rajasthan the Companymay carry out its CSR activities in any part of India as may be decided by the CSRCommittee from time to time.

The CSR Policy may be accessed on the Company’s website at the link:http://www.shilpicables.com/pdf/CSR%20Policy%20.pdf

2. Composition of the CSR Committee:

The composition of the CSR Committee is as below:

Name of the Director Designation Category
1 Mr. Sandeep Gupta Chairman Non- Executive Independent Director
2 Mr. Sunil Kala Member Non- Executive Independent Director
3 Mr. Ghanshyam Pandey Member Executive Director

3. Average Net profit for the last three years:

The Average net profit of the company for last three financial years for the purpose ofcomputation of CSR is Rs. 526189636.

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above):

Minimum prescribed CSR Expenditure (two per cent of the amount as in item 3 below) isRs.86.59 Lakhs

5. Details of CSR spent during the financial year:

Total amount to be spent for the financial year Rs. 90 lacs
Amount unspent Nil

Manner in which the amount spent during the financial year is detailed below:

CSR Project Sector in or activity which the identified project is covered Location of project/ program Amount outlay (Budget) projects or programs wise Amount spend on the Projects or programs Cumulative expenditure upto the reporting period Amount spent: Direct or through implementing agency*
Direct expenditure on projects or programs Overheads
1 Promoting Education Education New Delhi and Utter Pardesh Rs. 90 lacs Rs.90 lacs Nil Rs.90 lacs Implementing Agency

6. Reason for non-spending of the minimum prescribed CSR expenditure by theCompany: NA

7. A responsibility statement of the CSR Committee that the implementation andmonitoring of CSR Policy is in compliance with CSR objectives and Policy of the company

This is to confirm that except as mentioned above in this report the implementationand monitoring of CSR Policy is in compliance with CSR objectives and Policyof thecompany.

* Implementing Agency:

Adarsh Shiv Shakti Shiksha Samiti (Presidium School) and Nathiya Charitable Trust

For Shilpi Cable Technologies Limited
Manish Goel Sandeep Gupta
Managing Director Chairman (CSR Committee)