Your Directors have pleasure in presenting the 27thAnnual Report of yourcompany together with the audited statement of accounts for financial year ended March 312018.
| || || |
(Rs. in Lacs)
|Particulars ||FY 2017-18 ||FY 2016-17 |
|Revenue from Operations ||36537.88 ||32340.92 |
|Other Income ||175.65 ||213.27 |
|Total Income ||36713.53 ||32554.19 |
|Operating Expenditure ||32992.16 ||29034.09 |
|Profit before interest tax and depreciation (PBITD) ||3721.37 ||3520.10 |
|Finance Cost ||2293.97 ||2213.75 |
|Depreciation ||506.04 ||521.26 |
|Profit before tax (PBT) ||921.36 ||785.09 |
|Provision for Tax ||295.17 ||267.90 |
|Other Comprehensive Income ||(1.96) ||(6.80) |
|Profit after Tax (PAT) ||624.23 ||510.39 |
|Profit brought forward from previous year ||5533.56 ||5023.18 |
|Profit available for appropriations ||6157.79 ||5533.56 |
|Appropriations: || || |
|Transferred to General Reserve ||- ||- |
|Profit carried forward ||6157.79 ||5533.56 |
COMPANY'S PERFORMANCE/STATE OF COMPANY'S AFFAIRS
During the year under review your company's total revenue stood at Rs. 36713.53 lacsas against Rs. 32554.19 lacs in the previous year. Your Company earned Profit BeforeInterest Tax and Depreciation of Rs. 3721.37 lacs as against a PBITDA of Rs. 3520.10lacs in the previous year. The interest cost was Rs. 2293.97 lac as against Rs. 2213.75lacs in the previous year. The finance cost includes the Preference Share Dividend and taxthereon as and when approved and declared in Annual General Meeting (AGM). PreferenceDividend paid in F.Y. 2016-17 was Rs. 19.26 lacs and in the FY 2017-18 was Rs. 16.86 lacs.
Your company earned profit after tax for the year of Rs. 624.23 lacs as against a PATof Rs. 510.39 lacs earned in the previous year.
FY 2017-18 was a very eventful year with the economy settling down during the latterhalf of the fiscal post the effects of demonetization and GST implementation. The yearalso witnessed a lot of infrastructure push from the government. A lot of projects in theRailways Metro rails Power Roads Oil Refineries and other infrastructure & relatedsectors were undertaken. With infrastructure being the focus area demand for yourcompany's products is expected to rise. This is also apparent from the financialperformance for the year with your company's top line growing by about 13% and bottom linegrowing by over 22%. It would be prudent to bring to your notice that the company'sFinance cost has not increased in tandem with the top line showing the results ofmanagement's efforts in controlling the same. Also the capacity utilization has beengradually improving over the years and we remain confident of further improvement in thesame during the next fiscal.
Newly added prestigious export/domestic clients
Your company received a prestigious approval from a Gulf Oil major making it eligiblefor bidding for Instrumentation & Control Fiber Optics & LV Power distributioncables for all ongoing and upcoming projects of the said Gulf based Oil major. Yourcompany has historically exported its products to about 45 countries and is confident ofleveraging its experience to build upon this opportunity. During the year your Companywas successful in adding new clients which includes names such as ANDRITZ TECHNOLOGIES PVTLTD Asian Fine Cement Pvt. Ltd. Atlas Cop co (India) Ltd DCM SHRIRAM LTD. Rolls RoyceSystem ONGC TRIPURA POWER COMPANY LIMITED SHRIRAM EPC LIMITED etc. and it has also beenable to maintain its relationship and garner regular business from existing clients likeL&T Siemens EIL NTPC BHEL etc.
Your Company's current focus is on increasing its business from the HydrocarbonsFreight Corridor Smart Cities Mission Railway signalling and Protection systems andInfrastructure projects.
During the Financial Year under review Company has not issued any Equity/ Preferenceshares to its shareholders. The Authorised Capital of the Company is Rs. 171000000/ -(Rupees Seventeen Crores Ten Lakhs Only) divided into no(s) 13500000 (One Crore ThirtyFive Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and no(s) 360000 (Three LacsSixty Thousand) Non Convertible Cumulative Redeemable Preference Share of Rs. 100/-(Rupees Hundred) each.
Also the Issued Subscribed and paid up share capital of the Company is Rs.145277800/- (Rupees Fourteen Crores Fifty Two Lakhs Seventy Seven Thousand EightHundred only) divided into no(s) 12927780 (One crore Twenty Nine Lakh Twenty SevenThousand Seven Hundred and Eighty only) Equity shares of Rs. 10/- (Rupees Ten) each andno(s) 160000 (One Lakh Sixty Thousand) Non-Convertible Cumulative redeemable PreferenceShares of Rs. 100/- each fully paid.
a) Transfer to Reserves
During the Financial year ended on March 31 2018 no amount has been transferred toGeneral Reserves of the company.
Dividend @ 10% p.a. on No(s) 160000 Non Convertible Cumulative Redeemable PreferenceShares of Rs. 100 each fully paid up for the FY ended on March 31 2018 is recommended.These shares are not listed on any stock exchanges.
The Board of Directors after duly considering the requirement of funds for WorkingCapital and repayment of loan instalments have not recommended any dividend on equityshares for the year under review in view to further strengthen the financial position ofyour Company.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the financial yearended March 31 2018.
PARTICULARS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
As on date of this report your company does not have any subsidiary joint venturesand Associate Company. Further during the period under review no company become or ceasedto be its subsidiaries joint venture or Associate Company.
LISTING OF SHARES
The shares of the Company are listed on the National Stock Exchange of India Limited(NSE) and BSE Limited (BSE). The listing fee for the year 2018-19 has already been paid tothe stock exchanges.
Your company is to be awarded the globally recognized prestigious ISO 9001: 2015 ISO14001:2004 and BS OHSAS 18001:2007 Certification for meeting international standards ofQuality Environmental Occupational Health and Safety Management Systems.
Credit Analysis and Research Ltd. (CARE Ratings) upgraded the credit ratings forcompany's long term / short term bank facilities from CARE BBB-; Stable/CARE A3 (Triple BMinus: Outlook: Stable/A Three) to CARE BBB; Stable/CARE A3 (Triple B /A Three)respectively.
DETAILS OF ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS
During the period under review no material order has been passed by any regulator orcourt excepting to the extent as may be mentioned in the Notes to Accounts attached to theFinancial Statements forming part of the Annual Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of the applicable provisions of the Act and the Articles of Association of theCompany Mr. Sanjeev Kumar (DIN: 07178759) Whole Time Director of the company shallretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for reappointment. Brief resume and other details of Mr. Sanjeev Kumar who isproposed to be re-appointed as a Director of your company have been furnished in theExplanatory Statement to the Notice of the ensuing Annual General Meeting. The Boardrecommends his appointment. All Independent Directors have given declarations undersection 149 (7) of Companies act 2013 that they meet the criteria of Independence aslaid down under section 149(6) of the Companies Act 2013 and Regulation 16 of SEBI(Listing Obligation and Disclosure Requirements) 2015 and there has been no change in thecircumstances which may affect their status as independent director during the year. TheIndependent directors had no pecuniary relationship or transactions with the Company. TheCompany has received Form DIR- 8 from all Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules 2014.
Key Managerial Personnel (KMP):
In term of Section 2(51) and Section 203 of the Company's Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 following persons arethe Key Managerial Personnel (KMP) of the Company:
Mr. Naveen Sawhney (Managing Director)
Mr. Sanjeev Kumar (Whole Time Director)
Mr. Manoj Kumar Gupta (Chief Financial Officer) and
Ms. Garima Pant (Company Secretary)
Remuneration and other details of the said Key Managerial Personnel for the financialyear ended March 31 2018 are mentioned in Form MGT -9 (Extract of Annual Return) which isattached as annexure to the Board Report.
Declaration from Independent Director(s)
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed in the Act and the ListingRegulations.
In the opinion of the Board Independent Directors fulfil the conditions specified inthe Act Rules made there under and Listing Regulations and are independent of themanagement.
BOARD AND ITS COMMITTEES
The Board of Directors of your Company had already constituted various Committees inCompliance with the provisions of the Companies Act 2013 and SEBI Listing Regulationsviz. Audit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee Committee of Directors and Corporate Social Responsibility (CSR) Committee.
In accordance with the provisions of the erstwhile Clause 49 of the Listing Agreementthe Board had voluntarily constituted Risk Management Committee.
All decisions pertaining to the constitution of Committees appointment of members andfixing of terms of reference/ role of the committees are taken by the Board of Directors.Details of the role and composition of these committees including the numbers of meetingsheld during the financial year and attendance at meetings are provided in the CorporateGovernance Section of the Annual Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During FY 2017-18 5 (Five) meetings of the Board of Directors were held. For detailsof the meetings of the Board please refer to the corporate governance report which formspart of this Annual Report. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013.
ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Provisions of Section 134(3)(p) of the Companies Act 2013 and SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 mandate that the Board shall monitor andreview the Board evaluation framework.
According to this framework the Board has carried out an evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Committee Nomination & Remuneration Committees. The manner in which suchperformance evaluation was carried out is as under: The performance evaluation frameworkis in place to seek the response of Directors on the evaluation of the entire board andindividual directors. The Nomination and Remuneration Committee carries out evaluation ofDirector's performance.
The performance of the Board and Individual Directors was evaluated by the Boardseeking input from all Directors. The performance of Committees was evaluated by the Boardseeking input from the Committee Members. The Nomination and Remuneration Committeereviews the performance of the Individual Directors. A separate meeting of the IndependentDirectors was also held to review the performance of non-independent Directors;performance of the Board as a whole and performance of the Chairman of the company takinginto account the views of executive as well as non-executive Directors. The criteria ofevaluation of Board includes mechanism for evaluating its performance and as well as thatof its Committees and individual Directors including the Chairman of the Board is basedon the criteria laid down by Nomination and Remuneration Committee which includesattendance contribution at the meetings and otherwise independent judgement adherenceto Code of Conduct and business ethics monitoring of regulatory compliance riskmanagement and review of internal control system etc.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors make the following statement in term of Section 134 of the CompaniesAct 2013 which is to the best of their knowledge and belief and according to theinformation and explanations obtained by them: a) that in the preparation of the annualaccounts for the Financial Year ended March 31 2018 the applicable accounting standardswere followed along with proper explanation relating to material departures; b) thatappropriate accounting policies were selected and applied consistently and judgments andestimates that are reasonable and prudent were made so as to give a true and fair view ofthe state of affairs of the company as at March 31 2018 and of the profit of the companyfor the financial year ended on March 31 2018; c) that proper and sufficient care hasbeen taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of your company and forpreventing and detecting fraud and other irregularities; d) that the annual accounts forthe financial year ended on March 31 2018 have been prepared on a going concern basis; e)that the directors have laid down internal financial controls which were followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; and f) that the directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2017-18.
INDEPENDENT DIRECTORS' MEETING
During the year under review the Independent Directors of the company met on February14 2018 without the presence of the Executive Directors or management personnelinter-alia to discuss:
Evaluation of performance of Non-Independent Directors and the Board ofDirectors as a whole;
Evaluation of performance of Chairman of the Company taking into views ofExecutive and Non Executive Directors;
Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
In compliance with the requirements of SEBI Listing Regulations your Company has putin place a Familiarization Program for Independent Directors to familiarize them withtheir role rights and responsibility as Directors and to provide insights into theCompany's business to enable them contribute significantly to its success. The ExecutiveDirectors and Senior Management make presentations periodically to familiarize theIndependent Directors with the overall strategy operations and functions of the Company.
The details of familiarisation programmes imparted to independent directors have beenposted on the website of the Company (http://cordscable.com/cordscable/ corporate.php).
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Pursuant to provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time the Nominationand Remuneration Committee (NRC') of your Board has formulated a Remuneration Policyfor the appointment and determination of remuneration of the Directors Key ManagerialPersonnel Senior Management and other employees of your Company. The NRC has alsodeveloped the criteria for determining the qualifications positive attributes andindependence of Directors and for making payments to Executive Directors of the Company.The same was approved by the Board of Directors.
The NRC takes into consideration the best remuneration practices in the industry whilefixing appropriate remuneration packages. Further the compensation package of theDirectors Key Managerial Personnel Senior Management and other employees is designedbased on the set of principles enumerated in the said policy.
Your Directors affirm that the remuneration paid to the Directors Key ManagerialPersonnel Senior Management and other employees is as per the Remuneration Policy of yourCompany. The Remuneration details of the Directors Chief Financial Officer and CompanySecretary along with details of ratio of remuneration of each Director to the medianremuneration of employees of the Company for the FY under review are provided asAnnexure - 1. The Remuneration Policy of your Company can be viewed at the followinglink: http://cordscable.com/cordscable/ corporate.php.
Your company has put in place an effective Corporate Governance system which ensuresthat provisions of the Act and Listing Regulations are duly complied with not only inform but also in substance. A detailed Report on Corporate Governance together with theAuditors' Certificate on its compliance forms part of the Annual Report as Annexure-2.
Certificate from M/s Gupta Gulshan & Associates Company Secretaries regardingcompliance with the conditions of Corporate Governance as stipulated in Regulation 34(3)and Schedule V of SEBI (Listing Obligation and Disclosure Requirements) 2015 has beenobtained and is annexed at the end of Corporate Governance Report. Also declaration signedby the Managing Director stating that the members of the Board of Directors and Seniormanagement personnel have affirmed the compliance with code of conduct of the Board ofDirectors and Senior Management is forms part of this report. The code can be viewed atthe following link: http://cordscable.com/cordscable/media/policies/Code-of-Conduct-for-Directors-Management-Team.pdfThe extract of annual return in Form MGT 9 as required under Section 92 of Companies Act2013 read with rule made there under is appended as an annexure to this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion & Analysis Report as stipulated under Regulation 34 ofSEBI (Listing Obligation and Disclosure Requirements) 2015 forms an integral part ofthis report and gives details of the overall industry structure performance and state ofaffairs of your company's business risk management systems and other materialdevelopments during the FY under review.
EXTRACT OF THE ANNUAL RETURN
Annual return of the company has been placed at the web address http://www.cordscable.com/cordscable/cordscablesindustries.php. An extract of the Annual Return in Form No. MGT 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure - 3.
DEPOSITS FROM PUBLIC
Your Company has neither accepted nor renewed any deposits during FY 2017-18 in termsof Chapter V of the Companies Act 2013 and as such no amount on account of principal orinterest on deposits from public was outstanding as on the date of the balance sheet.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the FY 2017-18 all contracts / arrangements / transactions entered into by yourCompany with related parties under Section 188 of Companies Act 2013 were in the ordinarycourse of the business and on arm's length basis. No Material Related Party Transactionsi.e. transactions exceeding ten percent of the annual consolidated turnover as per thelast audited financial statements were entered during the year by your Company. Thusthere are no transactions required to be reported in Form AOC -2. Also during the FY2017-18 there were no materially significant related party transactions entered into byyour Company with the Promoters Directors Key Managerial Personnel or other designatedpersons which might have potential conflict with the interest of the Company at large.
Further the related party transactions attracting the compliance under Section 177 ofthe Companies Act 2013 and/or SEBI Listing Regulations were placed before the AuditCommittee on quarterly basis for necessary approval/review. Also a statement of allrelated party transactions entered was presented before the Audit Committee on quarterlybasis specifying the nature value and any other related terms and conditions of thetransactions.
During the period under review Related Party transactions were also disclosed to theBoard on regular basis as per Ind AS-24. Details of related party transactions as per IndAS- 24 may be referred to in Note 29 (D) of the Financial Statement.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://cordscable.com/cordscable/corporate.php.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Sections 124 and 125 of the Companies Act 2013 and theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rule 2016 ("Rule") all shares on which dividend has not been paid or claimedfor Seven consecutive years or more shall be transferred to the DEMAT Account of IEPFAuthority after complying with the procedure laid down under the Rules.
During the FY under review your Company has transferred unpaid / unclaimed dividendamounting to Rs. 58748/-(Rupees Fifty Eight Thousand Seven Hundred and Forty Eight only)for FY 2009- 10 along with relevant shares to Investor Education and Protection Fund(IEPF) of the Central Government of India. This amount was lying as unpaid/unclaimeddividend amount with the IDBI Bank for a period of seven years from the date they becamedue for payment.
Also pursuant to the provisions of Investor Education and Protection Fund (Uploadingof information regarding unpaid and unclaimed amounts lying with companies) Rules 2012the Company has uploaded the details of unpaid and unclaimed amounts lying with theCompany as on September 26 2017 (date of last Annual General Meeting) on the Company'swebsite (http:// cordscable.com/cordscable/corporate.php) as also on the Ministry ofCorporate Affairs' website.
In terms of Rule 6 (5) of the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 your company has transferred 10159equity shares to the said fund.
MATERIAL CHANGES AND COMMITMENTS
No material changes and / or commitments affecting the financial position of yourcompany has occurred between April 01 2018 and the date of signing of this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 of COMPANIES ACT2013.
During the financial year ended on March 31 2018 Company has not given any loaninvestments and guarantees made/given by the Company pursuant to provisions of Section 186of Companies Act 2013.
RISK MANAGEMENT POLICY
Risk management policy commensurate with its size and nature of business is developedand implemented by the company and discussed by the board from time to time while itreviews the business operations. Policy is primarily developed with a view to identify therisk element which may threaten the existence of the company. The policy provides areasonable assurance in respect of providing financial and operational risk in respect ofbusiness of the company complying with applicable statutes and safeguarding of assets ofthe Company.
In the opinion of board; any element which may threaten the existence of your companydoes not exist as on date of report and do not consider that such element may arise infuture.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
Your Company believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behaviourand is committed to develop a culture in which every employee feels free to raise concernsabout any poor or unacceptable practice and misconduct.
Accordingly the Board of Directors has formulated a mechanism called "WhistleBlower Policy" for employees to report to the management instances of unethicalbehaviour actual or suspected fraud/corruption or violation of the Company's code ofconduct or ethics policy. In staying true to our values of Strength Performance andPassion and in line with our vision of being one of the most respected companies in Indiathe Company is committed to the high standards of Corporate Governance and Stakeholderresponsibility.
The procedure "Vigil Mechanism / Whistle Blower Policy" ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for genuinely raised concern. The Company has in place aVigil Mechanism i.e. whistle blower policy to deal with unethical behaviourvictimization fraud and other grievances or concerns if any. The aforementioned Whistleblower policy can be accessed on the Company's website: http://cordscable.com/cordscable/corporate.php.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Board upon the recommendation of the CSR Committee adopted CSR Policy andinitiated its implementation. The CSR policy of the company primarily covers theactivities related to education health and other general activities permitted under theCompanies Act. The CSR Policy is available on the Company's website (URL:www.cordscable.com).During the period under consideration the company had to spent anoverall amount of Rs. 21.42 Lacs (Rs. 7.23 Lacs for the F.Y. 2017-18 + Rs. 14.19 Lacs i.e.unspent amount of last year's) towards CSR activity. Thought the company had intended tospend entire CSR Budget during this year but in order to meet the requirement of funds forworking capital and repayment of loan instalments company could not spend the entireamount in the CSR activities during the finance year 2017-2018. However efforts shall bemade to contribute towards CSR activities during F.Y. 2018-19.
The details pertaining to composition of CSR Committee are included in the CorporateGovernance Report which forms part of this Annual Report. The Annual Report on CSRactivities is annexed as Annexure - 4.
INSIDER TRADING CODE
In Compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 ("the PIT Regulations") on prevention of insidertrading your company has adopted a Code of Conduct for Prevention of Insider Trading witha view to regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated persons have confirmedcompliance with the Code.
DISCLOSURE FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company believes in providing a safe and harassment free workplace for every womanworking with the company. The Company endeavours to create and provide an environment thatis free from discrimination and harassment including sexual harassment.
The company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment as per applicable provisions. As on dateof this report Internal Complaints Committee has not received any complaint pertaining tosexual harassment and no complaint is pending for disposal before the Committee.
Pursuant to the provisions of Section 177 of the Companies Act 2013 read with Rule 6of the Companies (Meetings of the Board and its Powers) Rules 2014 and Regulation 18 ofSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 the detailspertaining to composition of audit committee are included in the Corporate GovernanceReport which forms part of this Annual Report. Board of your Company has accepted allrecommendations of the Audit Committee.
AUDITORS AND AUDITOR'S REPORT
The Members of the Company had at the 25th Annual General Meeting (AGM)held on September 30 2016 approved the appointment of M/s Alok Misra & Co.Chartered Accountant firm (FRN 018734N) as the
Statutory Auditor of the company to hold the office from the conclusion of 25thAnnual General Meeting until the conclusion of 30th Annual General Meeting atthe remuneration of Rs. 6 Lacs p.a. plus Taxes as applicable. The Statutory Auditors havesubmitted a certificate confirming their eligibility under Section 139 of the Act and meetthe criteria for appointment specified in Section 141 of the Act. Further the company hasalso received declaration from the Auditors that they are not disqualified for suchappointment/ reappointment under the said act. In terms of the provisions of Section 139(1) of the Companies Act 2013 it was required to ratify the appointment of StatutoryAuditor every year by the Shareholders of the Company during the tenure of appointment.Further due to notification of some of the provisions of Companies (Amendment) Act 2017on May 07 2018 the requirement of ratification of appointment of Statutory Auditors bymember has been done away with.
Hence it is no longer required to ratify the appointment of statutory Auditor at everyAnnual General Meeting by the members of the Company.
Statutory Auditors' Report
The Auditors Report to the members on the Financial Statement of the company for thefinancial year ended on March 31 2018 does not contain any qualifications reservationsor adverse remarks. The observations of statutory Auditors in their report read withrelevant Notes to Accounts are self explanatory and therefore do not require furthercomments.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed there under either to the Company or to the CentralGovernment.
The Board on the recommendation of Audit Committee has appointed M/s S. Chander &Associates Cost Accountants (Firm Regn. No. 100105) who has given their consent inwriting to act as the Cost Auditor of the Company for the FY ending March 31 2018 at aremuneration of Rs. 1.07 Lacs p.a. plus taxes as applicable and out of pocket expensesincurred in connection with the aforesaid audit. Since the remuneration payable to theCost Auditor is required to be ratified by the shareholders the Board recommends the samefor approval by members at ensuing AGM.
Your company is required to maintain Cost Records as specified by the CentralGovernment in accordance with the provisions of Section 148 of the Companies Act 2013read with Companies (Audit & Auditors) Rules 2014 and accordingly such accounts andrecords are made and maintained. The Cost Auditors will submit their report for the FY2017-18 on or before the due date.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s GuptaGulshan & Associates Company Secretaries were appointed as the Secretarial Auditorsof the Company to carry out the secretarial audit for the financial year ended on March31st 2018 at a remuneration of Rs. 1.50 Lacs p.a. plus taxes as applicable and out ofpocket expenses incurred in connection with the aforesaid audit.
Secretarial Audit Report
Pursuant to Section 204 of the Companies Act 2013 and Rules made there under aSecretarial Audit Report for the FY 2017-18 in Form MR 3 given by M/s. Gupta Gulshan &Associates Company Secretary in practice is attached as Annexure- 5 with thisreport. Regarding observations of the secretarial auditors the board submits followingcomments: Regarding non-filing of form MGT-14 by the company it is submitted that theCompany is in the process to submit the said form. Section 117 of the Companies Act 2013as amended is notified w.e.f. 07.05.2018 however the revised e-form is still not madeavailable at the MCA portal It is also submitted that an E- ticket has already been raisedin MCA Service desk in this regard and suitable action will be initiated as and when E-Form made available for filling as per the amended provisions of section 117 of theCompanies Act 2013. The company shall submit the form once revised form is made availablefor e-filing. The delay in transfer of shares in IEPF (Investor Education and ProtectionFund) has been occurred due to some issues raised by the shareholders to whom notices wereissued in respect of shares on which amount of dividend was unclaimed.
Regarding CSR contribution it is submitted that to meet the requirement of funds forWorking Capital and repayment of loan instalments the company could not spend the amountin the CSR activities during the financial year 2017-2018. However efforts shall be madeto contribute towards CSR activities during F.Y. 2018-19.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Control System of the Company has been devised through its extensiveexperience that ensures control over various functions of its business. The Companypractices Quality Management System for Design Planning Production and Marketing.Periodic audits conducted by Internal Auditors and Statutory Auditors provide meanswhereby any weakness whether financial or otherwise is identified and rectified in time.The details in respect of internal financial control and their adequacy are also includedin the Management Discussion and Analysis which forms part of this report.
Our relations with the employees remained cordial. Your Directors would like to placeon records their appreciation of the commitment and efficient services rendered by allemployees of the company without whose whole hearted efforts the overall satisfactoryperformance of the company would not have been possible.
PARTICULARS OF EMPLOYEES
Details containing the name and other particulars of employees in accordance with theprovisions of Section 197 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are set out in Annexure 1to the Board's Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1& SS-2 on Meetings of Board of Directors and General Meetings respectively.
The Company is also periodically uploading Annual Reports Financial ResultsShareholding Pattern etc on its website viz. www.cordscable.com within the prescribed timelimit.
MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION
Chief Financial Officer has given a certificate to the Board as contemplated underRegulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements) 2015 providedin a separate section as Annexure - 6 and forms part of this Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The information regarding conservation of energy and technology absorption is annexedherewith as Annexure-7.
FOREIGN EXCHANGE EARNING AND OUTGO
|(a) Activities relating to export initiatives taken to increase exports development of new export markets for products and export plans ||During the year under review the Company's products were exported mainly to Middle-East countries. Company participated in Exhibitions Technical Seminars & Conferences in foreign countries for promotion of its products. Efforts continue to enlarge the geographical reach on export market in order to maximize foreign exchange inflow and every effort made to minimize the foreign exchange outflow. |
|(b) Total Foreign Exchange used & earned: || |
|Earnings ||Rs. 621.75 Lacs |
|Outgo ||Rs. 186.99 Lacs |
Your Directors state that there being no transactions with respect to following itemsduring FY under review no disclosure or reporting is required in respect of the same:
1. Deposits from the public falling within the ambit of Section 73 of the CompaniesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of your Company underany scheme save and except ESOS referred to in this Report.
4. Neither the Managing Director nor the Whole-time Director of your Company receivesany remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
6. Buy back of shares.
AWARDS AND RECONGNITIONS
During the FY under review your company received following awards/recognitions whichare listed below:
Certificate of membership from FieldComm Group.
Awarded 3 bulk contracts towards designing engineering & supplying of FireResistant Signal Cables Conventional Type Instrumentation Cables and Power Cables to beused in the Hydrocarbon sector in the states of Haryana Assam and Gujarat. The combinedtotal estimated value of the said contracts is Rs. 40 crore.
Registered and prequalified with an Arabian/Persian Gulf based Oil major. Thisapproval is expected to give boost to its Exports and further enhance company's revenuecontribution from the Hydrocarbon sector from throughout the GCC (Gulf CooperationCouncil) member states.
This registration will allow Cords Cable Industries to supply following types ofCables:
a. Instrumentation & Control
b. Fiber Optics
c. LV Power distribution
With this development Cords Cable Industries Limited shall now be eligible for biddingin the above product categories for all ongoing and upcoming projects of the said Gulfbased Oil major.
Awarded a prestigious contract for supply of Signal Cables including FireResistant - Gas Detector Signal Cables Alarm Cables and Control Cables to be used inPolymer Addition Project towards Hydrocarbon sector in the state of Punjab (India). Thetotal estimated value of the said contract is Rs. 47.20 crore (inclusive of GST). Inaccordance to the delivery schedule supply of cables is to be completed before February2019.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the Green Initiative in Corporate Governance introduce by the Ministry ofCorporate Affairs vide its circular no. 17/2011 dated 21.04.2011 your company started asustainability initiative with the aim of going green and minimizing its impact on theenvironment.
Your Company sincerely appreciates shareholders who have contributed towardsfurtherance of Green Initiative. We further appeal to other shareholders to contributetowards furtherance of Green Initiative by opting for electronic communication.
Electronic copies of the Annual Report 2017-18 and Notice of the 27th AnnualGeneral Meeting are sent to all members whose email addresses are registered with thecompany/ Depository participants. For members who have not registered their emailaddresses physical copies of Annual Reports 2017-18 and Notice of the 27th AnnualGeneral Meeting are sent in the permitted mode. Members requiring physical copies can senda request to Company Secretary.
The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in the notice. This is pursuant tosection 108 of Companies Act 2013 and Companies (Management and Administration) Rules2014. The instructions for e-voting are provided in the Notice. The Company is alsoperiodically uploading Annual Reports Financial Results and Shareholding Pattern etc. onits website viz. www.cordscable.com within the prescribed time limit.
The Board of Directors wishes to place on record its appreciation for the commitmentdedication and hard work of employees and the cooperation assistance and confidenceextended by Banks Financial Institutions Securities and Exchange Board of IndiaGovernment authorities Statutory authorities customers suppliers and shareholders ofthe Company and further looks forward to each ones' continued support and co-operation infuture as well.
|ON BEHALF OF THE BOARD OF DIRECTORS |
|Naveen Sawhney ||Sanjeev Kumar |
|Managing Director ||Whole Time Director |
|DIN : 00893704 ||DIN : 07178759 |
|New Delhi || |
|August 13 2018 || |
Annexure 1 to the Directors' Report
Details pertaining to remuneration as required under Section 197(12) of the CompaniesAct 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a. The ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the financial year:
|Non-executive directors ||Ratio to median remuneration * |
|Mr. Vijay Kumar ||- |
|Ms. Asha Bhandari ||- |
|Mr. Vimal Dev Monga ||- |
|* No remuneration was paid to Non-executive directors except sitting fees. |
|Executive directors ||Ratio to median remuneration |
|Mr. Naveen Sawhney ||44.09 : 1 |
|Mr. Sanjeev Kumar ||4.85 : 1 |
b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:
|Directors Chief Executive Officer Chief Financial Officer and Company Secretary ||% increase in remuneration in the financial year |
|Mr. Naveen Sawhney ||22.56 |
|Mr. Sanjeev Kumar ||21.79 |
|Mr. Manoj Kumar (CFO) ||4.58 |
|Ms. Garima Pant (CS) ||4.68 |
c. The percentage increase in the median remuneration of employees in the financialyear: 12.06%
d. The number of permanent employees on the rolls of Company: 217
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:
|Average increase in remuneration of Managerial Personnel ||19.32 |
|Average increase in remuneration of employees other than the Managerial Personnel ||4.92 |
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
g. The statement containing particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided as under:-
Particulars of employees in terms of remuneration drawn as on March 31 2018:
|S. No. ||Name of Employee ||Designation ||Remuneration (in `) ||Nature of employment ||Qualification ||Experience (in Years) ||DOJ ||Age (Years) ||Previous Employement & Designation |
|1 ||Naveen Sawhney ||Managing Director ||9530400/- ||Permanent ||Mech. Engg. & PGD Mktg. Mgmt. ||46 ||01-Ap-95 ||66 ||Cords Cable Industries Ltd. |
|2 ||Hemant Kr Pandita ||Vice President (Marketing) ||1963104/- ||Retainership ||B.E. ||7 ||01-Nov-13 ||63 ||Gemscab Industries Ltd. |
|3 ||Varun Sawhney ||Vice President (Marketing IT & HR) ||1575787/- ||Permanent ||B.Tech MBA ||13 ||01-May-05 ||38 ||Cords Cable Industries Ltd. |
|4 ||Gaurav Sawhney ||Vice President (Finance & Banking) ||1575787/- ||Permanent ||B.Sc. (Business Economics) B.Com. (H) Executive PGDM (Finance) ||10 ||04-Jan-08 ||35 ||Cords Cable Industries Ltd. |
|5 ||Manoj Gupta ||CFO ||1581848/- ||Permanent ||CA ||3 ||01-Apr-15 ||47 ||Globus Spirit Ltd. |
|6 ||Jugendra Singh ||GM (Sales & Marketing) ||1461892/- ||Permanent ||B.E. ||12 ||25-Jun-06 ||52 ||Servel India Pvt. Ltd. |
|7 ||Ajay Dixit ||GM (Sales & Marketing) ||1132299/- ||Permanent ||BA ||23 ||01-May-95 ||46 ||Cords Cable Industries Ltd. |
|8 ||Harish Kumar ||DGM (Planning & Execution) ||1303718/- ||Permanent ||B.Com MA ||12 ||01-Nov-06 ||49 ||Delton Cables |
|9 ||Reji Antony ||DGM (Sales & Marketing) ||1281968/- ||Permanent ||Diploma in Electrical ||13 ||05-Jul-05 ||52 ||Riyadh Cables |
|10 ||Sumer Misri ||SGM (Export) ||1201928/- ||Permanent ||B.E. ||1.5 ||19-Nov-16 ||57 ||PME Power Solution India Ltd. |
|11 ||Anil Kr. Gupta ||GM (Technical) ||1229467/- ||Permanent ||B.E. ||18 ||15-Nov-00 ||58 ||J K Cables |
1. Remuneration includes Basic Salary Allowances Taxable value of perquisitescalculated in accordance with the Income Tax 1961 and Rules made thereunder.
2. None of the employees own more than 2% of the outstanding shares of the Company ason March 31 2018.
3. None of the employee is a relative of any director or manager of the company exceptMr. Varun Sawhney & Mr. Gaurav Sawhney who are the sons of Mr. Naveen SawhneyManaging Director of the Company.
ANNEXURE TO THE DIRECTORS' REPORT- PARTICULARS OF EMPLOYEES AS ON MARCH 31 2018
A Employed throughout the financial year under review and were in receipt ofremuneration for the year which in the aggregate was not less than Rs. 10200000/- perannum:-
|S. No ||Name / Designation/ Nature of Duties ||Age (Years) ||Qualification/ Experience (in years) ||Remuneration ||Date of Joining ||Previous employment & designation ||Shareholding in the Company in Number & Percentage |
|NIL ||NIL ||NIL ||NIL ||NIL ||NIL ||NIL ||NIL |
B Employed for the part of the financial year and was in receipt of remunerationwhich in the aggregate was not less than Rs. 850000/- per month :-
|S. No ||Name / Designation/ Nature of Duties ||Age (Years) ||Qualification/ Experience (in years) ||Remuneration ||Date of Joining ||Previous employment & designation ||Shareholding in the Company in Number & Percentage |
|NIL ||NIL ||NIL ||NIL ||NIL ||NIL ||NIL ||NIL |
Note : None of the employees own more than 2% of the outstanding equity shares of theCompany as on March 31 2018
|New Delhi ||Naveen Sawhney ||Sanjeev Kumar |
|Date : 13.08.2018 ||Managing Director ||Whole Time Director |
| ||DIN : 00893704 ||DIN : 07178759 |
Annexure 6 to the Directors' Report
MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER CERTIFICATE
Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015
The Board of Directors of Cords Cable Industries Limited
Dear Sir/ Madam
We Naveen Sawhney Managing Director & Manoj Kumar Gupta (Chief Financial Officer)of Cords Cable Industries Ltd to the best of our knowledge and belief certify that:
(a) We have reviewed financial statements and the cash flow statement for the yearended March 31 2018 and to the best of our knowledge and belief:
(i) these statement do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading.
(ii) these statements together present a true and fair view of the company's affair andare in compliance with existing accounting standards applicable laws and regulations andaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company.
(b) There are to the best of our knowledge and belief no transactions entered into bythe company during the year ended March 31 2018 which are fraudulent illegal orviolative of the Company's code of conduct.
(c) That we have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.
(d) We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the company pertaining to financial reporting and we have disclosed to theauditors and the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which we are aware and the steps we have taken or propose to take torectify these deficiencies.
(e) We have indicated to the auditors and the Audit Committee :
(i) significant changes in internal control over financial reporting during the yearif any;
(ii) significant changes in accounting policies during the year if any and that thesame have been disclosed in the notes to the financial statements and;
(iii) Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in thecompany's internal control system over financial reporting.
| ||Naveen Sawhney ||Manoj Kumar Gupta |
| ||Managing Director ||Chief Financial Officer |
|Date: August 13 2018 || || |
|Place: New Delhi || || |
Annexure 7 to the Directors' Report
Disclosure on Conservation of Energy & Technology Absorption
|(A) Conservation of Energy: || |
|(i) The step taken or impact on conservation of energy. ||In view of the measures already taken in the previous years no fresh measure were required to be taken during the year under review however power consumption is continously being monitored and controlled. |
|(ii) The step taken by the Company for utilising alternate sources of energy. ||All air conditioners lights and computers are shut after office hours (except at the time of work commitments).There is an optimum ratio of glass windows to utilize natural daylight and proper insulation and valuation to balance temperature and reduce heat.Your company supports the green initiative taken by the Ministry of Corporate Affairs and urges its shareholders to accept electonic delivery of documents as prescribed by Law and provide valuable support to the company in conserving environment by reducing the impact of printing. |
|(iii) The Capital Expenditure on Energy conservation equipments. ||Nil |
|(B) Technology absorption: || |
|(i) The efforts made towards technology absorption; ||Your company with its long experience in the cable industry has been a leader in cable technology. Innovation in process control product development cost reduction and quality improvements are made on continues basis as per the requirements of domestic and international markets. The technology being used for the manufacture of cables is developed in-house and is at par with the industry norms. |
|(ii) The benefits derived like product improvements cost reduction product development or import substitution; ||Upliftment of facilities proper resource utilization lesser scrap/wastage generation better preventive maintenance lesser break-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 ||The company has not imported any technology in the last five financial years. |
|(b) The year of import ||Not Applicable |
|(c) Whether the technology been fully absorbed ||Not Applicable |
|(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof and ||Not Applicable |
|(e) The expenditure incurred on Research and Development. ||Not Applicable |