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CMI Ltd.

BSE: 517330 Sector: Engineering
NSE: CMICABLES ISIN Code: INE981B01011
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OPEN 134.15
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VOLUME 5
52-Week high 371.60
52-Week low 115.50
P/E 8.01
Mkt Cap.(Rs cr) 202
Buy Price 132.05
Buy Qty 5.00
Sell Price 132.80
Sell Qty 54.00
OPEN 134.15
CLOSE 131.50
VOLUME 5
52-Week high 371.60
52-Week low 115.50
P/E 8.01
Mkt Cap.(Rs cr) 202
Buy Price 132.05
Buy Qty 5.00
Sell Price 132.80
Sell Qty 54.00

CMI Ltd. (CMICABLES) - Director Report

Company director report

To

The Members of

CMI Limited

Your Directors are pleased present the 51st Annual Report together with the Company'sAudited Financial Statements and the Auditor's Report thereon for the financial year endedMarch 31 2018.

Financial Performance Summary

(Rs. in Lakh)

Particular

Standalone

Consolidated

Financial Results 2017-18 2016-17 2017-18 2016-17
Total revenue 40205.10 34910.18 57686.53 42556.09
Less: Total Expenditure excluding Depreciation 36508.76 31429.51 52700.25 39280.26
Profit before Depreciation and Tax 3696.34 3480.67 4986.28 3275.83
Less: Depreciation 140.05 133.88 1048.22 1013.32
Add: Exceptional items - 0.73 - 0.73
Add: Extra-ordinary items - - - -
Profit Before Tax 3556.29 3347.52 3938.06 2263.24
Less: Current Tax (1177.34) (1030.95) (1150.56) (1030.95)
Deferred Tax (88.25) (72.43) (180.18) 1774.68
Earlier Tax - - (26.78) -
Net Profit for the year carried to the Balance Sheet 2290.70 2244.14 2580.54 3006.97

OVERALL REVIEW

During the financial year 2017-18 the performance of the company has been satisfactory.During financial year 2017-18 standalone turnover of the Company increased by 15.17%. TheProfit before depreciation and tax (standalone) has increased by 6.20% while the NetProfit (standalone) has increased by 2.07%. The Company has adopted adequate cost controlmeasures throughout the year and has been aggressive in its quest for new business. Thishelped to deliver a decent revenue growth. Your Company continues to focus on productionof quality cables to broaden its customer base and to set a benchmark in the competitivemarket. With stable government at centre the long term outlook of cable industry isexpected to be favorable driven by Power Sector Reforms Modernization of Railways newMetro Railways and other Infrastructures Developmental Projects.

DIVIDEND

The Directors are pleased to recommend payment of dividend on equity shares @ Re. 1/-per equity share (10%) for the financial year 2017-18 ( previous year Rs 1/- per share).The dividend on equity shares if approved by Members would involve payout of Rs 180.87Lakhs including dividend distribution tax Pursuant to Regulation 43A of the SEBI ( ListingObligations and Disclosure Requirements) Regulations 2015 the company has adopted TheDividend Distribution Policy which is also available on the website of the Company atwww.cmilimited.in .

UNCLAIMED DIVIDEND

Pursuant to provisions of Section 124 (2) of the Companies Act 2013 the statementcontaining the names addresses and the details of the unpaid interim and final dividendas on 29.12.2017 (date of last Annual General Meeting) has been uploaded on the Company'swebsite (www.cmilimited.in ).

RESERVES

During the year under review Reserves and Surplus as at 31st March 2018 stood at Rs.11922.81 Lakh on the basis of Standalone Financial Statement and Rs. 22310.69 Lakh asper Consolidated Financial Statement.

AUDITORS AND THEIR REPORT

M/s. Krishna Neeraj & Associates Chartered Accountants (Firm RegistrationNo.023233N) was appointed as the Statutory Auditor by the members in the 49thAnnual General Meeting of the Company for a term of 5 consecutive years i.e. to hold theoffice until the conclusion of the 54th AGM of the Company subject to ratification oftheir appointment at every AGM if required under the Act.

Further the ratification by shareholders in respect of their appointment as theStatutory Auditors of the Company is proposed at ensuing AGM of the Company and in respectof which they have furnished a certificate of their eligibility confirming thatratification of their appointment if made at the ensuing Annual General Meeting would bewithin the limits specified under Section 139(1) and 141 of the Companies Act 2013 andthe rules framed thereunder.

The observations made in the Auditors' Report on the audited accounts of the companyfor the year ended 31st March 2018 are self explanatory and therefore do not requirefurther explanation. The Auditors' Report does not contain any qualification reservationor adverse remark.

COST AUDITOR

As per the requirement of Central Government and pursuant to provisions of Section 148of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014 as amendedfrom time to time audit of cost records of the Company is being carried out. The Board ofDirectors on recommendation of Audit Committee has appointed M/s Ajay Kumar Singh andCo. Cost Accountants as Cost Auditor to audit the cost records and accounts relating tocable manufacturing for the financial year ending March 31 2019. As per the requirementof the aforesaid section a resolution ratifying remuneration payable to Cost Auditorsforms part of the Notice convening the 51st Annual General Meeting.

Your Company has maintained cost records and accounts as per Section 148 (1) of theCompanies Act 2013. Further the Cost Audit Report for FY 2016-17 was filed on 21stDecember 2017.

INTERNAL AUDITOR

As per the requirement of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 of the Companies Act 2013 the Board of Directors on recommendation of AuditCommittee has appointed Mr. Raj Kumar as an Internal Auditor of the Company.

Mr. Raj Kumar Internal Auditor of the Company presents report and makes presentationto the audit committee on internal audit which is reviewed by the audit committee fromtime to time.

SECRETARIAL AUDITOR

Pursuant to provision of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed M/s Pooja Anand & Associates Practicing Company Secretaries forconducting Secretarial Audit of the Company for the financial year 2017- 18.

- The Secretarial Audit Report for FY 2017-18 as submitted by Secretarial Auditor inForm MR-3 is annexed as Annexure-1. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark except the Company has spent Rs. 35.49 Lacstowards CSR which is less than the prescribed amount that the Company was required tospend pursuant to the provisions of Section 135 of the Companies Act 2013 during thefinancial year under review but the Company is in process of conceptualizing a structuredprogram in the FY

2018- 19 to meet its CSR objective and to comply with the provisions of the aforesaidSection.

INTERNAL CONTROL SYSTEM

The Company has well placed proper and adequate internal control system which ensuresthat all assets are safeguarded and protected and that the transactions are authorizedrecorded and reported correctly. The Company's internal control system comprises audit andcompliance by in-house internal Audit Division. The Internal Auditors independentlyevaluate the adequacy of internal controls and concurrently audit the majority of thetransactions in value terms. Independence of the audit and compliance is ensured by directreporting of Internal Audit Division and Internal Auditor to the Audit Committee of theBoard.

CREDIT RATING

During the year under review the Company has improved its long term credit rating toCARE-BBB+. The BBB+ awarded by Care Analysis and Research Limited (CARE) reflects moderatedegree of safety regarding timely servicing of financial obligation. The Company's shortterm credit rating has also improved to CARE A3+ by Care Analysis and Research Limited(CARE) reflecting moderate degree of safety regarding timely payment of financialobligations.

SEGMENT WISE PERFORMANCE:

Company operates only in one segment.

RISK MANAGEMENT

In compliance with the requirement of the Companies Act 2013 the Company has put inplace Risk Minimization and Assessment Procedures. In order to effectively and efficientlymanage risk and address challenges the Company has formulated Risk Management Policy. TheCompany manages the risk in line with current risk management best practices. Thisfacilitates the achievement of our objectives operational effectiveness and efficiencyprotection of people and assets informed decision making and compliance with applicablelaws and regulations.

MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the companyoccurred between the end of financial year of your Company and the date of Director'sReport. However

The Company pursuant to provisions of Section 230 and 232 of Companies Act 2013 theCompanies (Compromises Arrangements and Amalgamations) Rules 2016 the National CompanyLaw Tribunal Rules 2016 and other applicable provisions filed the Scheme ofAmalgamation between CMI Energy India Private Limited (wholly owned Subsidiary Company){"the Transferor Company"} and CMI Limited {"the Transferee Company"}before Hon'ble National Company Law Tribunal (NCLT) Principal Bench New Delhi witheffect from 01.03.2016 being the Appointed Date. The Transferor and the TransfereeCompanies have obtained the approval from their respective Board of Directors in theirBoard Meetings held on 21st May 2018. The aforesaid Scheme was also approved by theSecured Creditors Unsecured Creditors and Members of the Transferee Company and by theSecured and Unsecured Creditors of the Transferor Company in their meetings held on 28thJuly 2018 under the supervision of the Hon'ble NCLT Principal bench New Delhi and incompliance with the provisions as stated in the Order dated 13.06.2018 duly issued by theHon'ble NCLT. The Members of the Transferor Company accorded their approval by givingtheir No-Objection to the Scheme. The matter is pending with the Hon'ble NCLT for itsfinal approval.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were checked and no reportablematerial weaknesses were observed.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31st March 2018 the Company has one wholly-owned subsidiary i.e. CMI EnergyIndia Private Limited (formerly known as General Cable Energy India Private Limited) andpursuant to provisions of Section 129 (3) of the Companies Act 2013 Regulation 33 andany other applicable provisions of SEBI Listing Obligations and Disclosure RequirementsRegulations (LODR) 2015 and Indian Accounting Standards (Ind AS)-110 the ConsolidatedFinancial statements of the Company including of its subsidiary company duly audited bythe Statutory Auditors of the Company have been prepared and forms part of the AnnualReport.

A report in Form AOC-1 stating the performance and financial position of its subsidiaryCompany pursuant to provision of Section 139 read with Rule 5 of Companies (Accounts)Rules 2014 of the Companies Act 2013 is annexed and marked as Annexure 2.

As on 31st March 2018 the Company has a step down subsidiary in the name of CMI AgroLimited which is a wholly owned subsidiary of CMI Energy India Private Limited.

Further pursuant to the provisions of section 136 of the Act the Company'sconsolidated financial statements along with relevant documents and separate auditedfinancial statement of subsidiaries are available on the website of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNELS:

Change in Directorship

• During the year Mr. Ramesh Chand Non-executive Independent Director hasresigned w.e.f 29th March 2018 from the Board of Directors of the Company.

• As on date the Company has total 6 Directors with an Executive Chairman whichincludes 2 Executive Directors 4 Non-executive Independent Directors inclusive of 1 WomenDirector. The Board consists of following members:

Sr. No. Name of Director DIN Designation
1 Mr. Amit Jain 00041300 Chairman cum Managing Director
2 Mr. Vijay Kumar Gupta 00995523 Whole-Time Director
3 Mr. Pyare Lal Khanna 02237272 Non-Executive Independent Director
4 Mrs. Archana Bansal 01129623 Non-Executive Independent Director
5 Mr. Kishor Punamchand Ostwal 00460257 Non-Executive Independent Director
6 Mr. Manoj Bishan Mittal 00282676 Non-Executive Independent Director

Changes in Key Managerial Personnel

• Mr. Amit Jain Chairman cum Managing Director; Mr. Vijay Kumar Gupta Whole timeDirector; Mr. Rattan Lal Aggarwal Chief Financial Officer and Mr. Subodh Kumar BarnwalCompany Secretary are the KMPs of the Company as per provisions of the Act.

• Directors liable to retire by rotation

Mr. Vijay Kumar Gupta is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for reappointment.

None of the Directors are disqualified under the provisions of the Companies Act 2013.

Declaration by Independent Directors

The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation. The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Act and under the SEBI (LODR) Regulations 2015.

Evaluation of the Board its Committees and Individual Directors

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the Non-executive Directors and Executive Directors.

Pursuant to the provisions of the Act the Board has carried out an annual evaluationof its own performance the individual Directors (including the Chairman) as well as anevaluation of the working of all Board Committees. The Board of Directors were assisted bythe Nomination and Remuneration Committee. Some of the performance indicators based onwhich evaluation takes place are experience expertise knowledge and skills required forachieving strategy and for implementation of best governance practices which ultimatelycontributes to the growth of the Company in compliances with all policies of the Company.

COMMITTEE OF THE BOARD

A. Audit Committee

As on 31.03.2018 the Composition of Audit Committee is as under:

Mr. Pyare Lal Khanna Independent Director Chairman
Mrs. Archana Bansal Independent Director Member
Mr. Vijay Kumar Gupta Whole-time Director Member

The Board of Directors in their meeting held on 21st May 2018 approved thereconstitution of the Committee and thereafter the Committee comprises of the followingmembers:

Mr. Kishor Punamchand Ostwal Independent Director Chairman
Mr. Pyare Lal Khanna Independent Director Member
Mr. Vijay Kumar Gupta Whole-time Director Member

The above composition duly meets the requirements of Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with Section 177 of theCompanies Act 2013.

Mr. Subodh Kumar Barnwal acts as Secretary of the Committee.

All recommendations made by the Audit Committee were accepted by the Board.

B. Nomination & Remuneration Committee

In adherence of Section 178 of Companies Act 2013 the Board of Directors of theCompany in their Meeting held on November 20 2015 approved a policy for determiningDirectors' appointment their remuneration including criteria for ascertainingqualifications positive attributes independence of a Director and other matters providedu/s 178(3) based on the recommendations of the Nomination and Remuneration Committee. Thebroad parameters covered under the policy are formulating criteria for determiningqualifications positive attributes and independence of a director identifying personswho are qualified to become Directors and who may be appointed in Senior Management and asKMPs of the Company in accordance with the criteria laid down recommend to the Boardtheir appointment and removal recommending to the Board a policy relating to theremuneration of the Directors Senior Management KMP and other employees as may beapplicable formulating criteria for evaluation of Independent Directors and the Board andcarry out evaluation of every Director's performance devising a policy on Boarddiversity ensuring that level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run thecompany successfully ensuring the relationship of remuneration to performance is clearand meets appropriate performance benchmarks carrying out any other function as ismandated by the Board from time to time and/or enforced by any statutory notificationamendment or modification as may be applicable and performing such other functions as maybe necessary or appropriate for the performance of its duties.

The Composition of Nomination & Remuneration Committee comprises of Mr. Pyare LalKhanna Independent Director as Chairman Mr. Manoj Bishan Mittal Independent Director asMember and Mrs. Archana Bansal Independent Director as Member of the Company.

The above composition duly meets the requirements of Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with Section 177 of theCompanies Act 2013.

Mr. Subodh Kumar Barnwal acts as Secretary of the Committee.

Accordingly in order to comply with the aforesaid provisions the following policiesare available on the website of the Company(http://www.cmilimited.in/img/pdf/NOMINATION_AND_REMUNERATION_COMMITTEE ):

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors Key Managerial Personnel and other employees.

C. Stakeholder Relationship Committee

In adherence with Regulation 20 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Stakeholder Committee is responsible for all mattersconcerning the share transfers transmissions issue of duplicate share certificates andattending grievances of the shareholders.

The Composition of Audit Committee is as under:

Mr. Pyare Lal Khanna Chairman
Mr. Vijay Kumar Gupta Member
Mrs. Archana Bansal Member

Mr. Subodh Kumar Barnwal acts as Secretary of the Committee.

D. Corporate Social Responsibility Committee

The Company has constituted a Corporate Social Responsibility Committee to dischargethe duties stipulated under Section 135 of the Companies Act 2013 which includesformulation and recommendation to the Board a Corporate Social Responsibility (CSR)Policy indicating the amount to be undertaken by the Company as per Schedule VII of theCompanies Act 2013 recommendations of the amount of expenditure to be incurred andmonitoring CSR Policy of the Company.

The Composition of Corporate Social Responsibility Committee is as under:

Mr. Pyare Lal Khanna Chairman
Mr. Vijay Kumar Gupta Member
Mrs. Archana Bansal Member

Mr. Subodh Kumar Barnwal acts as Secretary of the Committee.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure 3 of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. For other details regarding the CSRCommittee please refer to the corporate governance report which forms part of thisreport.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a Vigilmechanism and Whistle blower policy under which the employee(s) are free to reportviolations of applicable laws and regulations and the Code of Conduct.

Employees may also report to the Chairman of the Audit Committee. During the financialyear no employee was denied access to the Audit Committee. The Policy provides that theCompany investigates such reported matters in an impartial manner and takes appropriateaction to ensure that requisite standards of confidentiality professional and ethicalconduct are always upheld.

The policy is available on our website http://www.cmilimited.in

PREVENTION OF SEXUAL HARASSMENT

The Company in its endeavour for zero tolerance towards sexual harassment at theworkplace has adopted Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 Policy. The Policy governs to maintain ethics transparency andaccountability by ensuring that the working environment at all our locations is conduciveto fair safe and harmonious relations based on mutual trust and respect between allassociates of the Company. The Company has complied with provisions relating toconstitution of Internal Compliant Committee ('ICC') under the policy which provides forumto all female personnel to lodge complaints herewith for redressal. The Policy aims toprovide the effective enforcement of basic human right of gender equality and protectionfrom sexual harassment and abuse.

During the year there was no complaint lodged with the ICC.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The particulars of Loans Guarantees and Investment in pursuance to Section 186 of theCompanies Act 2013 have been disclosed in the financial statements read together withNotes annexed to and forming an integral part of the financial statements.

RELATED PARTY TRANSACTIONS:

In adherence with provision of Section 188 and as per provisions of Regulation 23 ofSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Companyentered into the Related Party Transactions during the financial year 2017-18 andParticulars of Contracts or Arrangements with Related parties referred to in Section188(1) are included in Form AOC- 2 (Annexure - 4). The Company has alsoentered into the transaction as per Indian Accounting Standard 24 (Ind AS-24) and the samehas been disclosed in the Note 40 A and B of notes to the Financial Statements for theyear ended 31st March 2018.

EXTRACT OF THE ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT 9 is a part of this Annual Report and is annexed as Annexure 5 and is also availableon the website of the Company at http://www.cmilimited.in .

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Sub-section (5) of Section 134 of the Companies Act 2013 with respect tothe Director's Responsibility Statement it is here by confirmed that:

i. In the preparation of the Annual Accounts for the year ended 31st March 2018 theapplicable accounting standards read with requirements set out under Schedule III of theAct have been followed and no material departures have been made from the same.

ii. Appropriate Accounting Policies have been selected and applied consistently andhave made judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2018 and of theprofit of the Company for that year ended on that date except to the extent mentioned innotes to accounts.

iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Annual Accounts have been prepared on a going concern basis.

v. The internal financial controls to be followed by the Company had been laid down andthat such internal financial controls are adequate and were operating effectively.

vi. The proper systems had been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS:

Board Meeting:

During the year ten (10) Board Meetings and one Independent Directors' Meeting wereheld. The details of which are given in Corporate Governance Report. The provisions ofCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 were adhered to while considering the time gap between the two meetings.

SHARE CAPITAL

The Company's shares are listed on the BSE Limited and National Stock Exchange of IndiaLimited (NSE) and are traded on both the stock exchanges actively.

a) EQUITY SHARES

The Board of Directors of the Company at their meeting held on 17th April 2017 haveallotted 250000 Equity Shares @ Rs.300/-per equity share (including premium of Rs 290/-per share) to promoter on a preferential basis in accordance with provisions specifiedunder Chapter VII of SEBI (ICDR) Regulations 2009.

The Company has filed listing application for listing of above said 250000 EquityShares and received Listing Approval of 250000 Equity shares from the BSE Limited andNational Stock Exchange of India Limited vide its letter no DCS/PREF/SD/PRE/1946/2017-18dated May 24 2017 and NSE/LIST/11601 dated May 26 2017 respectively and received tradingapproval from BSE Limited and National Stock Exchange of India Limited vide its letter noDCS/PREF/TP/SD/4920/2017-18 dated 19th June 2017 and NSE/LIST/12132 dated July 20 2017respectively.

The Company has made preferential allotment of shares during the year and duly compliedthe requirements of section 42 and 62 of the Companies Act 2013. Accordingly the amountraised have been applied for the purpose for which funds were raised.

As stated in the Notice of EGM dated 22.02.2017 in compliance with the requirements ofSEBI (Issue of capital and Disclosure Requirements) Regulations 2009 the Company hasutilized the amount received from preferential allotment for meeting the long term workingcapital requirements of the Company.

DEPOSITS

During the year under review the Company has not accepted any deposits within themeaning of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules.The Company did not have any unclaimed or overdue deposits as on March 31 2018.

HUMAN RESOURCES

Your Company has put in place effective human resource acquisition and maintenancefunction which is benchmarked along with best corporate practices designed to meet theorganizational needs and it takes pride in its highly motivated manpower that contributedits best to the Company. The Employees' relations within the organization have been verycordial and harmonious during the year.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to maintain highest standards of Corporate Governance andadhere to Corporate Governance requirement set out by SEBI. The Company has alsoimplemented best Corporate Governance practices. Your Company has taken adequate steps toadhere to all the stipulations as per the relevant provisions of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 for theFY 2017-18.

As perSEBI LODR Regulation

• A report on Corporate Governance Report is included as a part of this AnnualReport.

• Certificate of the CFO and Managing Director inter alia confirming thecorrectness of the financial statements compliance with Company's Code of Conductadequacy of the Internal Control measure and reporting of matters to the Audit Committeeis attached and forms part of this report.

• Certificate from the Practicing Company Secretaries confirming the compliancewith the conditions of Corporate Governance is attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The detailed analysis of the operating performance of the Company for the year thestate of affairs and the key changes in the operating environment have been included inthe Management Discussion and Analysis section which forms part of the Annual Report.

HEALTH SAFETY AND ENVIRONMENTAL (HSE) REVIEW

CMI Limited is committed to maintain highest standards in the areas of Health Safetyand Environment. It has made good progress in these areas with no fatal accident reportedduring the Period.

With an aim to certify its operational location CMI Limited Plot No. 71 & 82Sector-06 Faridabad Haryana- 121006 with the integrated Management system OHSAS 18001and ISO 14001 - Occupational Health Safety and Environment CMI Limited has gotexternally accreditation for its said manufacturing location by M/s American QualityAssessors.

CMI Energy India Private Limited wholly owned subsidiary of the Company having factorylocated at Village Bhatouli Khurd Tehsil-Nalagarh Baddi District-Solan-173205 HimachalPradesh has obtained certification of OHSAS 18001:2007 regarding Occupational Health andSafety Management System ISO 14001-2015 for Environmental Management System from GotekGlobal Certification Pvt. Ltd and ISO 9001:2015 for quality management system from QMSCertification Services Pvt. Ltd.

MANAGERIAL REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is mentionedin Annexure - 6

No employees is in receipt of remuneration as specified under section 197(12) of theAct read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

ENERGY TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE

The disclosure of particulars with respect to conservation of energy technologyabsorption research and technology and foreign exchange earnings and outgo pursuant toSection 134 (3)(m) of the Companies Act read with Rule 8(3) of the Companies (Accounts)Rules 2014 forming part of the Directors' Report are as under:

A. Conservation of Energy:

a) Energy conservation measures taken:-

A number of energy conservation techniques were initiated and successfully implementedwhich helped in improving efficiency levels.

Some of the key initiatives were as follows:-

In the existing manufacturing units the Company continued various initiatives toconserve/reduce environmental impact by adapting to green manufacturing and concept of"Reduce Reuse and Recycle" viz.

• Efficient maintenance and daily monitoring of Capacitor Bank for improvement ofPower Factor.

• Replacing energy inefficient equipment with new technologies which are efficientwith AC Drives.

b) The capital investment on energy conservation equipment or any other additionalinvestments and proposals if any being implemented for reduction of consumption ofenergy:-

No material capital investment on energy conservation equipment or any other investmentwas made for reduction of consumption of energy during the financial year and no separaterecords were kept for costs incurred on proper maintenance of all machineries andequipment.

c) Impact of measures on (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods:-

The energy conservation measures maintained during the year have resulted into yearlysaving and thereby lowered the cost of production by equivalent amount. These measureshave also led to better pollution control reduced maintenance time and cost improvedhygienic condition and consistency in quality and improved productivity.

B. Technology Absorption Adaptation & Innovation :

a) Efforts in brief made towards technology absorption adoption and innovationEnergy conservation upgradation in manufacturing and efficiency improvement

• Use of energy efficient LED and CFL lamps in whole plant.

• Recycling the vacuum Pump cooling water for environment saving.

• Company now updated with manufacturing of all types of cable.

• New and upgraded technology has been followed for energy conservation.

b) Benefits derived as a result of the above efforts

• Reduction in power usage and thereby reducing cost of production.

• Environmental saving.

• Improved efficiency and productivity.

• Cost and time saving.

C. Research and Development:

Standalone basis:

Specific areas in which R&D carried out by the Company Product Development and process improvement
Benefits derived as a result of the above R&D The company can manufacture all types of cable in the area in which it operates
Future plan of action Technology Upgradation
Expenditure on R&D Capital Expenditure: Rs. 3.13 Lakh Recurring Expenditure: Rs. 3.75 Lakh
Consolidated basis:
Specific areas in which R&D carried out by the Company Product Development and process improvement
Benefits derived as a result of the above R&D The company can manufacture all types of cable in the area in which it operates
Future plan of action Technology Upgradation
Expenditure on R&D Capital Expenditure: Rs . 3.13 Lakh Recurring Expenditure: Rs. 6.33 Lakh

D. Foreign Exchange Earnings and Outgo:

a) Activities relating to export initiative to increase exports development of newexport markets for Products and Services and Export Plan.

• The Company has continued to maintain its focus and availed export opportunitiesbased on economic considerations. The Company is continuously exploring new internationalmarkets and has exported sample orders. During the year on standalone and consolidatedbasis the Company has exports worth Rs.3.52 Lakh from export of Cables.

b) Total Foreign Exchange Expenditure:

• Standalone and Consolidated basis:

Amount in Rs. Lakh
i. CIF value of imports 279.05

ENVIRONMENTAL REVIEW

The Company has a defined environmental policy which is being followed rigorously byone and all across the organization. There were no environmental issues at the CMI plantand the statutory compliance was in line with Governmental requirements.

The Pollution Control parameters as defined by the State Pollution Control Board weretotally adhered to and effluent discharge levels were well within the prescribed limits.Air pollution has been tested and was in line with the requirement. Noise pollution levelwas contained by fixing all the generators in sound proof acoustic enclosures.

INDUSTRIAL RELATIONS

The Company has taken various steps to improve productivity across organization.Industrial relations remained harmonious at the manufacturing unit of CMI.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance co-operation and encouragement theyextended to the Company. Your Directors also wish to place on record their sincere thanksand appreciation for the continuing support and unstinting efforts of Investors VendorsDealers Registrar and Transfer Agent Financial Institutions Business Associates Mediaand Employees at all levels in ensuring an excellent all around operational performance.

By Order of the Board
CMI Limited
Amit Jain
Date: 31.10.2018 Chairman cum Managing Director
Place: New Delhi DIN-00041300
Registered Office:
Flat No. 501 - 503 5th Floor New Delhi House
27 Barakhamba Road New Delhi -110001
Email Id: info@cmilimited.in