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Cords Cable Industries Ltd.

BSE: 532941 Sector: Engineering
NSE: CORDSCABLE ISIN Code: INE792I01017
BSE 12:47 | 30 Nov 71.55 0.55
(0.77%)
OPEN

71.00

HIGH

72.00

LOW

70.20

NSE 12:34 | 30 Nov 71.55 0.45
(0.63%)
OPEN

71.45

HIGH

72.05

LOW

70.10

OPEN 71.00
PREVIOUS CLOSE 71.00
VOLUME 3509
52-Week high 76.50
52-Week low 45.35
P/E 13.50
Mkt Cap.(Rs cr) 93
Buy Price 71.45
Buy Qty 2.00
Sell Price 71.60
Sell Qty 51.00
OPEN 71.00
CLOSE 71.00
VOLUME 3509
52-Week high 76.50
52-Week low 45.35
P/E 13.50
Mkt Cap.(Rs cr) 93
Buy Price 71.45
Buy Qty 2.00
Sell Price 71.60
Sell Qty 51.00

Cords Cable Industries Ltd. (CORDSCABLE) - Director Report

Company director report

Dear members

The Board of Directors of Cords Cable Industries Limited ("Company")hereby submits the 31st report on the business and operations along with theaudited financial statement for the financial year ended March 31 2022.

The Financial summary and highlights

(Amount in Rs Lacs)

Particulars For Year ended
March 31 2022 March 312021
Revenue from operations 43799.24 32337.00
Other income 122.79 137.60
Total revenue 43922.03 32474.60
Operating Expenses 39977.86 28863.89
Profit before Interest Depreciation and Tax (PBITD) 3944.17 3610.71
Finance cost 2351.63 2283.32
Depreciation 733.08 708.31
Profit (Loss) before tax (PBT) 859.46 619.08
Provision for tax including deferred tax 222.90 183.55
Profit (Loss) for the year 636.56 435.53
Balance at the beginning of period 8018.42 7582.89
Amounts available for appropriation 8654.98 8018.42
Transfer to Capital Redemption Reserve Account 160.00 -
Transfer to General Reserve - -
Dividend - -
Balance at the end of period 8494.98 8018.42
Earnings per share (basic and diluted) 4.91 3.42

The state of the company's affairs and business performance

The prime source of revenues of your Company is from manufacturing andsales of high quality customized wires and cables as per Indian and Internationalspecifications which include a wide range of LV Power Control Instrumentation and customdesigned cables. The products have been catering to the special requirements of variousindustries such as Power Oil and Gas Refineries Steel Cement Water DesalinationMetro Rail Airports and other sectors.

During the financial year under review the total income was '43922.03 lacs as against ' 32.474.60 lacs in the previous year. Your Company earnedProfit Before Interest Tax and Depreciation of ' 3944.17 lacs as against a PBITDA of '3610.71 lacs in the previous year. The interest cost was ' 2351.63 lacs as against '2283.32 lacs in the previous year. Your company earned profit after tax for the year of '636.56 lacs as against a PAT of ' 435.53 lacs earned in the previous year.

Your Company in the last Financial Year obtained approval fromprestigious domestic / global customers covering sector like Hydrocarbon PowerFertilizers and Chemicals Cements Metros Water Railways and Infra projects and haveobtained approval from various customers like Tecnimont NRL MRF Apollo Dangote JMCKolkata Water Supply Gujarat Water Supply and Sewerage Management Punjab PWD B&R UP Jal Nigam M P Jal Nigam Maryadit Municipal Corporation of Greater Mumbai Petrofac -UAE Ashghal-Qatar for Power Control Instrumentation and Communication cables.

Your Company has also executed large volume orders between INR 20 to 30Cr. from prestigious customers like L & T Hydrocarbon - A/c IOCL Paradip HURL HPCLCinda A/c Adani TPL A/c HRRL ISGEC HAL Offshores Tecnimont JMC A/c Mangolia RefineryUltratech Cement Nayara Energy and others.

Your Company's current focus is on increasing its business fromvarious sectors including the Hydrocarbons Freight Corridors Metros Waste ProjectsProcess industry Railways Signaling and Protection systems and infrastructure projectsamong many others.

During the period under review no material change in the futureprospectus of said business activities is expected from overall economic scenario. Thestate of the company's affairs is as given in the enclosed financial statement andsummary as given herein above. The segment wise reporting is not applicable to the Companyas revenues of the Company are only from one segment.

During the year under review no change took place in the name orstatus of your Company and in the financial year of the Company. There is no transactionor event involving any acquisition merger expansion induction of financial or strategicpartners modernization and diversification by your Company. The Company has notdeveloped acquired or assigned any material intellectual property rights during thefinancial year under review. Further there is no other material event having an impact onthe affairs of the Company.

Change in the nature of business

During the period under review no change has occurred in the nature ofbusiness carried by your Company as it has not commenced any new business or discontinuedor disposed off any of its existing businesses.

Material Changes and Commitments

No material changes and commitments either external or internal suchas technical legal financial strikes breakdown and lockdown; affecting the financialposition of the Company have occurred between the end of the financial year of the companyto which the financial statement relates and the date of signing of this Report.

Further your Company has not revised any of its financial statement orthe boards report in respect of the three preceding financial years either voluntarily orpursuant to the order of a judicial authority.

Particulars of Subsidiaries Joint Ventures and Associate Companies

As on date of this report your company does not have any subsidiaryjoint ventures and Associate Company. Further during the period under review no companybecame or ceased to be its subsidiaries joint venture or Associate Company.

Change in capital structure

As at the end of financial year on March 31 2022 the authorised sharecapital of the Company is ' 1710.00 lacs divided into 13500000 equity shares of ' 10each and 360000 Preference Share of ' 100 each. Whereas the paid-up capital of theCompany as at the end of financial year on March 312022 is ' 1292.78 lacs divided into12927780 equity shares of ' 10 each.

During the year under review the Company has made redemption of160000 Cumulative Redeemable NonConvertible Preference Shares of ' 100 each at par foran aggregate amount of ' 160.00 lacs. The redemption was made in accordance with the termsof issuance of preference shares out of profits by transferring the amount to the capitalredemption reserve account.

Except redemption of preference shares as above no other change tookplace in the authorised issued subscribed and paid-up share capital of the Company.Accordingly the disclosures relating to issue of shares warrants convertiblesecurities equity shares with differential voting rights sweat equity shares employeesstock options and shares held in trust for the benefit of employees are not applicable toyour Company.

Borrowings and credit rating

Your Company has not issued any debentures bonds or any othernon-convertible securities to borrow money. The Company has availed credit facilities frombanks financial institution and other entities. The credit ratings in respect of the longterm and short-term credited facilities are rated by Credit Analysis and Research Limited(CARE Ratings) and summarized as follow:

Facilities Rating Remarks Rating Definition
Long term Bank Facilities CARE BBB; Stable (Triple B) Outlook: Stable Reaffirmed This rating is applicable to facilities having tenure of more than one year. Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk. ‘Stable' outlook indicates expected stability (or retention) of the credit ratings in the medium term on account of stable credit risk profile of the entity in the medium term.
Short term Bank Facilities CARE A3 (A Three) Reaffirmed This rating is applicable to facilities having tenure up to one year. Instruments with this rating are considered to have moderate degree of safety regarding timely payment of financial obligations.

Deposits

During the period under review your Company has not accepted anydeposits as covered under Companies (Acceptance of Deposits) Rules 2014 and no amountremained unpaid or unclaimed as at the end of the financial year. As your Company has notaccepted any deposits therefore no default in repayment of deposits or payment ofinterest thereon during the financial year under review. Further there is no depositwhich is not in compliance with the requirement of aforesaid rules.

The particulars of loan and advances not considered as deposits and notcovered under Companies (Acceptance of Deposits) Rules 2014 is as follows:

Particulars Amount as at March 31 2022 (' Lacs)
Loan from regional financial institution 915.50
Loan from scheduled banks 3651.88
Loan received from other Companies 4465.59
Loan from directors 160.00
Security amount received from employees 3.15
Advance for supply of goods or services 72.99
Total 9269.11

Dividend and other corporate actions

The Board of Directors of your Company recommend a Dividend @ 10% p.a.on 160000 Cumulative Redeemable Non-Convertible Preference Shares of ' 100 each for thefinancial year 2021-22 up to the date of redemption subject to approval of the Members atthe ensuing annual general meeting of the Company. These shares are not listed on anystock exchanges. The Dividend if approved shall be transferred to the special dividendbank account within five days from the date of declaration will be paid to the eligiblemember(s) well within the stipulated time.

The Board of Directors after duly considering the requirement of fundsfor Working Capital and repayment of loan instalments have not recommended any dividendon equity shares for the year under review. This will further strengthen the financialposition and help to accelerate the future growth plans of your Company.

The Company was not required to complete or implement any corporateaction as there was no event related to declaration of dividend buy back of securitiesmerger demerger listing or delisting of securities and split or consolidation ofsecurities.

Transfer to Investor Education and Protection Fund

Pursuant to Section 125 and other applicable provisions of theCompanies Act 2013 read with the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 ("IEPF Rules") all theunpaid or unclaimed dividends are required to be transferred to the IEPF established bythe Central Government upon completion of seven years.

Further according to the IEPF Rules the shares in respect of whichdividend has not been paid or claimed by the Shareholders for seven consecutive years ormore are also required to be transferred to the Demat account of IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or sharesrelating thereto which is required to be transferred to the IEPF till the date of thisReport.

Transfers to reserves

Your directors do not propose to transfer any amount for transfer toany reserve or general reserve of the Company. However an amount of ' 160.00 lacs wastransferred to the Capital Redemption Reserve account upon redemption of CumulativeRedeemable Non-Convertible Preference Shares.

Particulars of loans guarantees or investment

The company has not granted any loan guarantee or provided securityand has not made any investment falling within purview of section 186 of the CompaniesAct 2013. The particulars of investments under section 186 of the Companies Act 2013 areannexed herewith as ‘Annexure-1'.

Particulars of contracts arrangements and transactions with therelated parties

The Company has a Policy on Related Party T ransactions in place whichis in line with the Act and the SEBI Listing Regulations and the same is also available onthe Company's web link at http://www.cordscable.com/ cordscable/corporate.php.

During the period under review your company has not entered into anycontract or arrangement with related parties as referred to in section 188 (1) of theCompanies Act 2013. None of the Directors has any pecuniary relationship ortransaction(s) vis-a-vis the company except remuneration and sitting fees.

No material related party transactions were entered into during thefinancial year by the Company. Therefore the disclosure of related party transactions asrequired under Section 134(3)(h) of the Act in Form No. AOC-2 is not applicable to theCompany and hence the same is not provided.

The related party transactions that were entered into during thefinancial year were on arm's length basis in the ordinary course of business andwere in compliance with the applicable provisions of the Act and the SEBI ListingRegulations.

Apart from the transaction mentioned above there were no materiallysignificant related party transactions entered into by your Company with the PromotersDirectors Key Managerial Personnel or other designated persons which might have potentialconflict with the interest of the Company at large during the financial year underreview.

Further the related party transactions attracting the compliance underSection 177 of the Companies Act 2013 and/or SEBI Listing Regulations were placed beforethe Audit Committee on quarterly basis for necessary approval/review. Also a statement ofall related party transactions entered was presented before the Audit Committee onquarterly basis specifying the nature value and any other related terms and conditionsof the transactions.

During the period under review Related Party transactions were alsodisclosed to the Board on regular basis as per IND AS -24. Details of related partytransactions as per IND AS- 24 may be referred to in Note 31 (D) of the FinancialStatement.

The transactions with persons or entities belonging to the promoter orpromoter group which hold 10% or more shareholding in the Company as required underSchedule V Part A (2A) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulation 2015 have been disclosed in the accompanyingfinancial statement at note no. 31 (D).

Particulars of Director and Key Managerial Personnel and changes

The particulars regarding the persons holding office as directors andkey managerial persons during the financial year under along with particulars of changesamong them upon appointment re-appointment or cessation is annexed herewith as ‘Annexure-2'.

Statement and declaration in respect of Independent Directors

The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of Independence as laid down undersection 149 (6) of the Companies Act 2013 read with rule 6 of the Companies (Appointmentand Qualification of Directors) Rules 2014 and Regulation 16 of SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015.

In terms of Regulation 25 (8) of SEBI Listing Regulations theindependent directors of the Company have confirmed that they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties with an objective independent judgementand without any external influence.

The Board of Directors of the Company has taken on record the aforesaiddeclaration and confirmation submitted by the Independent Directors after undertaking dueassessment of the veracity of the same. In the opinion of the Board all the independentdirectors fulfil the conditions of independence as specified in the Act and the Rules madethereunder and are independent of the management. There has been no change in thecircumstances affecting their status as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise in the fields ofscience and technology industry experience strategy finance and governance informationtechnology and digitalization human resources safety and sustainability and that theyhold the highest standards of integrity.

The Independent directors also confirmed that they have complied withthe Company's Code of Conduct for Independent Directors prescribed in Schedule IV tothe Companies Act 2013. The Certificate of Independence received from all the IndependentDirectors have been duly noted by the Board at its meeting held on May 26 2022.

A statement of the Board of Directors with regard to integrityexpertise and experience of independent directors appointed during the financial year2021-22 is annexed herewith as ‘Annexure-3'.

Meeting of independent directors

The Independent Directors met once during the financial year underreview on February 14 2022 pursuant to Regulation 25 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 andSchedule IV to the Companies Act 2013 inter-alia to discuss:

• Evaluation of performance of Non-Independent Directors and theBoard of Directors as a whole;

• Evaluation of performance of Chairman of the Company takinginto views of Executive and NonExecutive Directors;

• Evaluation of the quality content and timelines of flow ofinformation between the Management and the Board that is necessary for the Board toeffectively and reasonably perform its duties.

The Meeting of the Independent Directors was conducted without thepresence of the Chairman Managing Director Non-Executive Directors Chief FinancialOfficer and the Company Secretary and Compliance Officer of the Company.

Familiarization program for independent directors

The Independent Directors attend a familiarization and orientationprogram on being inducted into the Board. The details of familiarization and orientationprogram are provided in the Corporate Governance Report and are also available on theCompany's web link at http:// cordscable.com/cordscable/ FamiliarisationProgramme.pdf.

Nomination and Remuneration Committee policy on appointment ofdirectors

The Nomination and Remuneration Committee ("NRC") isresponsible for developing competency requirements for the Board based on the industry andstrategy of the Company. The Board composition analysis reflects indepth understanding ofthe Company including its strategies environment operations financial condition andcompliance requirements.

The NRC conduct a gap analysis to refresh the Board on a periodicbasis including each time a director's appointment or re-appointment is required.The Committee is also responsible for reviewing the profiles of potential candidatesvis-a-vis the required competencies and meeting potential candidates prior to makingrecommendations of their nomination to the Board. At the time of appointment a specificrequirement for the position including expert knowledge expected is communicated to theappointee.

During the year under review the Board has also reviewed the list ofcore skills expertise and competencies of the Board of Directors as are required in thecontext of the businesses and sectors applicable to the Company which were mapped witheach of the Directors on the Board. The same is disclosed in the Corporate GovernanceReport forming part of the Annual Report

Criteria for Determining Qualifications Positive Attributes andIndependence of a Director

The NRC has formulated the criteria for determining qualificationspositive attributes and independence of Directors in terms of provisions of Section 178(3)of the Act and Regulation 19 read with Part D of Schedule II of the SEBI ListingRegulations.

Independence: In accordance with the above criteria a directorwill be considered as an ‘Independent Director' if he/ she meets the criteriafor Independence as laid down in the Act and Rules framed thereunder as amended andRegulation 16(1)(b) of the SEBI Listing Regulations.

Qualifications: A transparent Board nomination process is in placethat encourages diversity of thought experience knowledge perspective age and gender.It is also ensured that the Board has an appropriate blend of functional and industryexpertise. While recommending the appointment of a Director the NRC considers the mannerin which the function and domain expertise of the individual will contribute to theoverall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed underthe Act the Directors on the Board of the Company are also expected to demonstrate highstandards of ethical behaviour strong interpersonal and communication skills andsoundness of judgement. Independent Directors are also expected to abide by the ‘Codefor Independent Directors' as outlined in Schedule IV to the Act.

Remuneration policy and remuneration of directors and key managerialpersonnel

On the recommendation of the NRC the Board has adopted and framed aRemuneration Policy for the Directors Key Managerial Personnel and other employeespursuant to the provisions of the Act and the Listing Regulations. The remunerationdetermined for Executive Directors is subject to the recommendation of the Nomination andRemuneration Committee and approval of the Board of Directors. The Executive Directors arenot paid sitting fees; the Independent Directors are entitled to sitting fees forattending the Board Meetings.

It is affirmed that the remuneration paid to Directors Key ManagerialPersonnel and all other employees is in accordance with the Remuneration Policy of theCompany. The Company's Policy on Directors' Appointment and Remuneration andother matters provided in Section 178(3) of the Act and Regulation 19 of the ListingRegulations have been disclosed in the Corporate Governance Report which forms part ofthe Annual Report. The Remuneration Policy of your Company can be viewed at the web link: http://cordscable.com/cordscable/ Nomination Remuneration Policy.pdf

The particulars regarding remuneration of the Directors and KeyManagerial Personnel along with details of ratio of remuneration of each Director to themedian remuneration of employees of the Company for the financial year under review isgiven in ‘Annexure-4'.

A statement containing particulars of top ten employees and theemployees drawing remuneration in excess of limits prescribed under Section 197 (12) ofthe Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in ‘Annexure-4'.

In terms of proviso to Section 136(1) of the Act the Report andAccounts are being sent to the shareholders including the aforesaid Annexure. Theaforesaid Statement is also open for inspection at the Registered Office of the Companyup to the date of the ensuing Annual General Meeting. Any member interested in obtaining acopy of the same may write to the Company Secretary.

Neither the Managing Director nor the Whole-time Director of yourCompany receives any remuneration or commission from any of its subsidiaries as there wasno such subsidiary company during the period under review.

Details of board meetings and constitution of various committees

The Board of Directors of your Company had already constituted variousCommittees in Compliance with the provisions of the Companies Act 2013 and SEBI ListingRegulations viz. Audit Committee Nomination and Remuneration Committee StakeholdersRelationship Committee Committee of Directors and Corporate Social ResponsibilityCommittee.

All decisions pertaining to the constitution of Committees appointmentof members and fixing of terms of reference and the role of the committees are taken bythe Board of Directors.

Details of the role and composition of these committees including thenumbers of meetings held during the financial year and attendance at meetings areprovided in the Corporate Governance Section which forms part of the Annual Report.

Listing and dematerialization of securities and the status of listingfee

The shares of the Company are listed on the National Stock Exchange ofIndia Limited (NSE) and BSE Limited (BSE). The listing fee for the year 2021-22 hasalready been paid to the stock exchanges. The equity shares are available fordematerialization through National Securities Depository Limited and Central DepositoryServices (India) Limited and ISIN assigned to the equity shares is INE792I01017.

Corporate Governance

The Governance Corporate Secretarial and Legal functions of theCompany ensure maintenance of good governance within the organization. The existence ofgood corporate governance is essential for the businesses to function smoothly ensuringcompliant at all times and providing strategic business partnership in the areas includinglegal expertise corporate restructuring regulatory changes and governance.

As required by Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘ListingRegulations') a detailed report on Corporate Governance together with theAuditors' Certificate on its compliance forms part of the Annual Report as ‘Annexure-5'.

A certificate issued by M/s Gupta Gulshan & Associates CompanySecretaries regarding compliance with the conditions of Corporate Governance asstipulated in Regulation 34(3) and Schedule V of SEBI (Listing Obligation and DisclosureRequirements) 2015 has been obtained and is annexed at the end of Corporate GovernanceReport in the aforesaid annexure.

Also a declaration signed by the Managing Director stating that themembers of the Board of Directors and Senior management personnel have affirmed thecompliance with code of conduct of the Board of Directors and Senior Management is formspart of this report. The code can be viewed at the web link: http://cordscable.com/cordscable/corporate.php

Managing Director and Chief Financial Officer certification

The Managing Director and the Chief Financial Officer of the Companyhas given a certificate to the Board as contemplated under Regulation 17(8) of SEBI(Listing Obligation and Disclosure Requirements) 2015. The certificate is annexed withthis report as ‘Annexure-6'.

Management discussion and analysis

The Management Discussion and Analysis as required under the SEBIListing Regulations form part of this report as ‘Annexure-7'.

Further the Business Responsibility and Sustainability Report is notapplicable to the Company.

Insider trading code

The Company has adopted an 'Internal Code of Conduct for RegulatingMonitoring and Reporting of Trades by Designated Persons' ("the Code") inaccordance with the SEBI (Prohibition of Insider Trading) Regulations 2015 (The PITRegulations). The Code is applicable to Promoters Member of Promoter's Group allDirectors and such Designated Employees who are expected to have access to unpublishedprice sensitive information relating to the Company. The Company Secretary is theCompliance Officer for monitoring adherence to the said PIT Regulations.

The Company has also formulated 'The Code of Practices and Proceduresfor Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance withthe PIT Regulations. All Board of Directors and the designated persons have confirmedcompliance with the Code. This Code is displayed on the Company's web link viz http://cordscable.com/cordscable/corporate.php

Electronic Filling

The Company is also periodically uploading Annual Reports FinancialResults and Shareholding Pattern etc. on its website viz. www.cordscable.com within theprescribed time limit.

Formal annual evaluation by the Board of its own performance and thatof its committees

The Board has carried out an annual evaluation of its own performanceperformance of the Directors as well as the evaluation of the working of its committees.The NRC has defined the evaluation criteria and procedure for the Performance Evaluationprocess for the Board its Committees and Directors.

The performance of the Board and individual Directors was evaluated bythe Board after seeking inputs from all the Directors. The performance of the Committeeswas evaluated by the Board after seeking inputs from the Committee Members.

The criteria for performance evaluation of the Board included aspectssuch as Board composition and structure effectiveness of Board processes contribution inthe long-term strategic planning etc. The criteria for performance evaluation of theCommittees included aspects such as structure and composition of Committees effectivenessof Committee Meetings participation of individual director in deliberations among otherattributes in such meetings.

The above criteria are broadly based on the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on January 5 2017. TheBoard of Directors has expressed its satisfaction with the evaluation process.

Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuringcompliance with the provisions of Section 134 (3) (c) read with Section 134 (5) of theCompanies Act 1956 in the preparation of the annual accounts. Accordingly your Directorsmake the following statement in term of Section 134 of the Companies Act 2013 which isto the best of their knowledge and belief and according to the information andexplanations obtained by them:

a) In the preparation of the annual accounts for the year ended March31 2022 the applicable accounting standards have been followed and there are nomaterial departures.

b) The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of your company at the end of thefinancial year on March 312022 and of the profit of the company for the periodended on that date.

c) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

d) The directors had prepared the annual accounts for the year ended onMarch 31 2022 on a going concern basis.

e) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and areoperating effectively; and

f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Internal financial control systems and their adequacy

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and external consultants and the reviews performed bymanagement and the relevant board committees including the audit committee; the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the financial year under review. Your directors review the financial controlsystems from time to time and adequate steps are taken to strengthen such systems. Thedetails in respect of internal financial control and their adequacy are also included inthe Management Discussion and Analysis.

Audit committee and its recommendations

Pursuant to the provisions of Section 177 of the Companies Act 2013read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules 2014 andRegulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 the details pertaining to composition of audit committee are included in theCorporate Governance Report which forms part of this Annual Report.

As all recommendations of the Audit Committee has been accepted by theBoard hence it is not required to disclose reasons for not accepting suchrecommendations.

Vigil mechanism and whistle blower policy

The Company has established a vigil mechanism by adopting a WhistleBlower Policy for stakeholders including directors and employees of the Company and theirrepresentative bodies to report genuine concerns in the prescribed manner to freelycommunicate their concerns and grievances about illegal or unethical practices in theCompany actual or suspected fraud or violation of the Company's Code or Policies.

The vigil mechanism is overseen by the Audit Committee and providesadequate safeguards against victimization of stakeholders who use such mechanism. Itprovides a mechanism for stakeholders to approach the Chairman of Audit Committee orChairman of the Company.

During the year no person was denied access to the Chairman of theAudit Committee or to the Chairman of the Company. The Whistle Blower Policy of theCompany is available at web link http://www.cordscable.com/ cordscable/corporate.php.

Appointment of statutory auditors audit report and reporting of frauds

The members at 30th annual general meeting of the Companyapproved the re-appointment of M/s Alok Misra & Co. Chartered Accountants (FRN018734N) as the Statutory Auditor of the company to hold the office for a second term offive years i.e. from the conclusion of 30th annual general meeting and untilthe conclusion of 35th annual general meeting.

The Statutory Auditors "M/s Alok Misra & Co. CharteredAccountants" have submitted a certificate confirming their eligibility under Section139 of the Act and meet the criteria for appointment specified in Section 141 of the Act.Further the company has also received declaration from the Auditors that they are notdisqualified for such appointment/ reappointment under the said act.

The auditor's report is annexed with the financial statements forthe financial year under review. The auditor's report does not contain anyqualification reservation adverse remark or disclaimer hence no explanation or commentsof the Board are required in this regard. The observations of statutory Auditors in theirreport should be read with the relevant notes to accounts and are self-explanatory andtherefore do not require further comments.

The auditors of your Company have not reported any fraud during thefinancial year under review as there were no such instances of fraud reported by theStatutory Auditors under Section 143(12) of the Act and Rules framed there under either tothe Company or to the Central Government.

Secretarial standards and secretarial audit report and secretarialcompliance report

The Company has complied with the applicable secretarial standards. TheDirectors have devised proper systems and processes for complying with the requirements ofapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems were adequate and operating effectively.

Pursuant to the provisions of section 204 of the Companies Act 2013the secretarial audit report submitted by M/s Gupta Gulshan & Associates CompanySecretaries A copy of the secretarial audit report is annexed herewith as ‘Annexure-8'.

The secretarial compliance report for the financial year under reviewsubmitted by M/s Gupta Gulshan & Associates Company Secretaries is annexed herewithas Annexure-9'.

The aforesaid reports do not contain any qualification reservationadverse remark or disclaimer in their report and accordingly the board is not required tocomment thereon.

Cost records appointment of cost auditors and cost audit report

Pursuant to the provisions of the section 148 of the Companies Act2013 read with The Companies (Cost Records and Audit) Rules 2014 the accounts andrecords are required to be maintained by the Company in respect of various manufacturingactivities and are required to be audited.

Accordingly such accounts records are made and maintained in respectof various manufacturing activities.

The Board of your Company have appointed M/s S. Chander &Associates Cost Accountants as the cost auditor to conduct audit for the financial year2022-23 and the remuneration payable to the cost auditor is required to be placed beforethe members in a general meeting for their ratification. Accordingly a resolution seekingthe members' ratification for the remuneration payable to the said auditors in termsof the resolution proposed to be passed is included in the notice convening the annualgeneral meeting of the Company.

The cost audit report for the previous financial year 202021 issuedby M/s S. Chander & Associates Cost Accountants was filed with the Ministry ofCorporate Affairs on October 20 2021.

Corporate social responsibility

In terms of the provisions of section 135 of the Companies Act 2013read with Companies (Corporate Social Responsibility Policy) Rules 2014 the Board ofDirectors of the Company has constituted a Corporate Social Responsibility("CSR") Committee. The Company has a CSR Policy and the same is available at thewebsite of the Company and may be accessed at the weblink: http://cordscable.com/cordscable/CSR_Policy.pdf

As a socially responsible and caring Company we are committed to playa larger role in promoting welfare of animals and safeguard their rights ensuringenvironmental sustainability ecological balance protection of flora and faunaagroforestry etc. The Company in every financial year in line with the Companies Act2013 pledges to spend a minimum two percent of the average net profits made during thethree immediately preceding financial years towards CSR initiatives.

In terms of section 135 and Schedule VII of the Companies Act 2013read with Companies (Corporate Social Responsibility Policy) Rules 2014 the Board ofDirectors of your Company have constituted a Corporate Social Responsibility Committeefor details of the committee constitution of the CSR please refer to the corporategovernance report which forms part of this Annual Report.

The particulars regarding composition of CSR committee and otherdisclosures required in pursuance of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 are given in ‘Annexure-10'.

Annual return of the Company

The annual return of the company shall be placed on the website of thecompany as required under sub-section (3) of section 92 of the Companies Act 2013.Accordingly the annual return of the Company may be accessed at web-link https://www.cordscable.com/cordscable/cordscable industries.php.

Conservations of energy

The company for energy requirements is primarily dependent on thepower supply by the electricity distribution companies and also has power back upfacilities to meet the requirement. The Company has a policy to use energy efficientmachinery equipment and appliances. The old machineries are replaced with new energyefficient machine from the time to time to conserve the energy and same result in savingson that count.

As the Company uses the electricity supplied by the electricitydistribution companies which also includes the electricity generated through alternatesources of energy and the Company have no other alternate source of energy. Theparticulars relating to conservation of energy as required to be disclosed under section134 (3) (m) of the Companies Act 2013 read with Companies (Accounts) Rules 2014 areprovided as ‘Annexure-11'.

Technology absorption

The activities of the company do not directly involve any technologyexcept those required for routine business and official purposes. Therefore the detailsregarding efforts made toward technology absorption and the benefits derived therefrom arenot applicable. Further the Company has not imported any technology during the last threeyears from the beginning of the financial year under review.

The particulars relating to technology absorptions required to bedisclosed under section 134 (3) (m) of the Companies Act 2013 read with Companies(Accounts) Rules 2014 are provided as ‘Annexure-12'.

Foreign exchange earnings and outgo

During the year under review the Company's products were exportedto other countries and earned foreign exchange. The Company has also participated inexhibitions seminars and conferences in foreign countries for promotion of its products.Efforts shall continue to enlarge the geographical reach on export market in order tomaximize foreign exchange inflow and every effort made to minimize the foreign exchangeoutflow.

The Company has earned an amount of ' 747.99 lacs (previous year '1272.84 lacs) in foreign exchange in terms of actual inflows and spent an amount of '10.23 lacs (previous year ' 1.15 lacs) in foreign exchange outgo in terms of actualoutflows during the financial year under review.

Risk Management Policy

Risk management policy commensurate with its size and nature ofbusiness is developed and implemented by the company and discussed by the board from timeto time while it reviews the business operations. Policy is primarily developed with aview to identify the risk element which may threaten the existence of the company. Thepolicy provides a reasonable assurance in respect of providing financial and operationalrisk in respect of business of the company complying with applicable statutes andsafeguarding of assets of the Company.

In the opinion of the Board; any element which may threaten theexistence of your company does not exist as on date of report and do not consider thatsuch element may arise in future. The Audit Committee has an additional oversight in theareas of financial controls.

Detail of orders passed by the regulators Courts or Tribunals

During the period under review no material order has been passed byany regulator or court or tribunal which would impact the going concern status and theCompany's future operations excepting to the extent as may be mentioned in the notes toaccounts attached to the financial statements forming part of the annual report.

Detail of application under Insolvency and Bankruptcy Code 2016

During the period under review no application was filed against theCompany under Insolvency and Bankruptcy Code 2016 for default in payment of debt. As noapplication was filed or pending during the financial year under review therefore statusof such application and other disclosures in this regard are not applicable to yourCompany.

Particular about valuation in case of one-time settlement

During the financial year under review the Company has not enteredinto one-time settlement with banks or financial institution in respect of loans availedby the Company. Therefore the reasons and other disclosures regarding difference betweenthe amount of the valuation done at the time of one-time settlement and the valuation donewhile taking loan from the bank or financial institution is not applicable.

Disclosure for prevention of sexual harassment of women at workplace

Your Company believes in providing a safe and harassment free workplacefor every woman working with the company. The Company endeavours to create and provide anenvironment that is free from discrimination and harassment including sexual harassment.

The Company has zero tolerance for sexual harassment at workplace andhas in place an Anti-Sexual Harassment Policy in line with the requirements of The SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.An Internal Complaints Committee has been set up to redress complaints received regardingsexual harassment as per applicable provisions.

During the financial year under review Internal Complaints Committeehas not received any complaint pertaining to sexual harassment and no complaint is pendingfor disposal before the Committee.

Human resources

The Company takes pride in the commitment competence and dedicationdifferent aspects of Human Resource Management such as recruitment promotioncompensation training and selection. The Company ensures equal just fair and unbiasedapproach in hiring promoting and developing an employee.

Your directors would also like to place on records their appreciationof the commitment and efficient services rendered by all employees of the company withoutwhose whole hearted efforts the overall satisfactory performance of the company would nothave been possible.

ISO certificates and other recognitions

Your company is to be awarded the globally recognized prestigious ISO9001: 2015 ISO 14001:2015 ISO 45001:2018 and BS OHSAS 18001:2007 certification formeeting international standards of Quality Environmental Occupational Health and SafetyManagement Systems.

Green initiative in the corporate governance

In view of the Green Initiative in Corporate Governance introduce bythe Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011 yourcompany started a sustainability initiative with the aim of going green and minimizing itsimpact on the environment.

Your Company sincerely appreciates shareholders who have contributedtowards furtherance of Green Initiative. We further appeal to other shareholders tocontribute towards furtherance of Green Initiative by opting for electronic communication.

Electronic copies of the Annual Report for the financial year 2021 -22along with the notice of 31st Annual General Meeting will be sent to allmembers whose email addresses are registered with the company/Depository participants. Formembers who have not registered their email addresses the physical copies shall bedispatched in the permitted mode. Members requiring physical copies can send a request toCompany Secretary.

The Company is providing e-voting facility to all members to enablethem to cast their votes electronically on all resolutions set forth in the notice. Thisis pursuant to section 108 of Companies Act 2013 and Companies (Management andAdministration) Rules 2014. The instructions for e-voting are provided in the Notice.

The Company is also periodically uploading Annual Reports FinancialResults and Shareholding Pattern etc. on its website viz. www.cordscable.com within theprescribed time limit.

Appreciation

The Board of your Company acknowledge the dedication loyalty hardwork solidarity and commitment rendered by the employees professionals and other personsassociated with the Company at all levels for their hard work dedication and commitment.The Board would also like to place on record their appreciation for the continuedco-operation and support received by the Company during the year from suppliers andvendors bankers financial institutions government authorities business partnersshareholders customers and other stakeholders without whom the overall satisfactoryperformance would not have been possible.

The Directors deeply regret the losses suffered due to the Covid-19pandemic and place on record their sincere appreciation to all the front-line workers andthose who have gone beyond their duties in battling against the pandemic.

By Order of Board For Cords Cable Industries Limited
Naveen Sawhney Sanjeev Kumar
Managing Director Whole Time Director
DIN : 00893704 DIN : 07178759
Place: New Delhi
Date: Aug 10 2022

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