Your Directors take pleasure in presenting the 28th Annual Report of yourcompany together with the audited statement of accounts for financial year ended March 312019.
(Rs in Lacs)
|Particulars ||FY 2018-19 ||FY 2017-18 |
|Revenue from Operations ||41674.59 ||36537.88 |
|Other Income ||175.42 ||175.65 |
|Total Income ||41850.01 ||36713.53 |
|Operating Expenditure ||37756.10 ||32992.16 |
|Profit before interest tax and depreciation (PBITD) ||4093.91 ||3721.37 |
|Finance Cost ||2392.58 ||2293.97 |
|Depreciation ||567.35 ||506.04 |
|Profit before tax (PBT) ||1133.98 ||921.36 |
|Provision for Tax ||398.56 ||295.17 |
|Other Comprehensive Income ||0.83 ||(1.96) |
|Profit after Tax (PAT) ||736.25 ||624.23 |
|Profit brought forward from previous year ||6157.79 ||5533.56 |
|Profit available for appropriations ||6894.04 ||6157.79 |
|Appropriations: || || |
|Transferred to General Reserve ||- ||- |
|Profit carried forward ||6894.04 ||6157.79 |
COMPANY'S PERFORMANCE/STATE OF COMPANY'S AFFAIRS
During the year under review your company's total revenue stood at `41850.01 lacs asagainst `36713.53 lacs in the previous year. Your Company earned Profit Before InterestTax and Depreciation of `4093.91 lacs as against a PBITDA of `3721.37 lacs in the previousyear. The interest cost was `2392.58 lac as against `2293.97 lacs in the previous year.The finance cost includes the Preference Share Dividend and tax thereon as and whenapproved and declared in Annual General Meeting (AGM). Preference Dividend paid in F.Y.2017-18 was ` 16.86 lacs and in the FY 2018-19 was `19.29 lacs.
Your company earned profit after tax for the year of `736.25 lacs as against a PAT of`624.23 lacs earned in the previous year. FY 2018-19 witnessed a lot of investment ininfrastructure by government & private players in the focus areas of power railwaymetro rails roads & related sectors
The cables are an integral part of all the development undertaken and hence its demandtends to move in tandem with it. The overall development also led to rise in demand ofyour company's products and is expected to continue given huge capital expenditures linedup for the upcoming years. As a result company's net sales grew by 14% and profit aftertaxes grew by more than 18% for FY19 vs. FY18. Our efforts to manage the finance cost
has been showing in our performance for the year which only grew by about 4% whereastop line grew by much higher than that. Increased capacity utilization is expected tofurther improve financial performance of the company going forward.
Newly added prestigious export/domestic clients
Your company in the previous year has been approved by many reputed institutions andauthorities as their vendor which testifies our excellent product quality. Your companystarted the year with getting approved as vendor for a Gulf Oil major in the hydrocarbonsector for instrumentation control fiber optics & LV power distribution. Companyreceived revalidation as approved vendor for Engineers India Limited (EIL).
Your company was also approved as a pre-qualified supplier with Airports Authority ofIndia (AAI) approved vendor with Raipur Development Authority (RDA) for supplying ofcables for 3 years approved vendor for Government works in the state of Punjab for"Aluminium Conductor LT Cables (ISI Marked)" and approved vendor for RDSO(Research Design & Standards Organization) under Government of India - Ministry ofRailways.
Your Company's current focus is on increasing its business from a variety of segmentsincluding the Hydrocarbons Freight Corridor Smart Cities Mission Railway signalling andProtection systems and various Infrastructure projects.
During the Financial Year under review Company has not issued any Equity/ Preferenceshares to its shareholders.
The Authorised Capital of the Company is ? 171000000/- (Rupees Seventeen Crores TenLakhs Only) divided into no(s) 13500000 (One Crore Thirty Five Lacs) Equity Shares of ?10/- (Rupees Ten) each and no(s) 360000 (Three Lacs Sixty Thousand) Non ConvertibleCumulative Redeemable Preference Share of ^100/- (Rupees Hundred) each.
Also the Issued Subscribed and paid up share capital of the Company is ?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 ? 10/- (Rupees Ten) each andno(s) 160000 (One Lakh Sixty Thousand) Non- Convertible Cumulative Redeemable PreferenceShares of? 100/- each fully paid.
a) Transfer to Reserves
During the Financial year ended on March 312019 no amount has been transferred toGeneral Reserves of the company.
Dividend @ 10% p.a. on No(s) 160000 Non Convertible Cumulative Redeemable PreferenceShares of ? 100 each fully paid up for the FY ended on March 31 2019 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 dividend on equity sharesfor the year under review in view to further strengthen the financial position of yourCompany.
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 2019.
PARTICULARS OF SUBSIDARIARIES 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 2019-20 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) reaffirmed short term bank facilities:
|Facilities ||Rating ||Rating Definition |
|Long term Bank Facilities ||CARE BBB; Stable (Triple B; Outlook: Stable) ||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) ||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 |
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 or tribunal which would impact the going concern status and the Company's futureoperations excepting to the extent as may be mentioned in the Notes to Accounts attachedto the Financial 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. Naveen Sawhney (DIN: 00893704) Managing Director of the company shall retireby rotation at the ensuing Annual General Meeting and being eligible has offered himselffor re-appointment.
On the recommendation of Board the proposal regarding his re-appointment as Directoris placed for your approval. Brief resume and other details of Mr. Naveen Sawhney 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 Company has received Form DIR- 8 from all Directors pursuant to Section 164(2) andRule 14 (1) of Companies (Appointment and Qualification of Directors)
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
Ms. Garima Pant (Company Secretary)
Remuneration and other details of the said Key Managerial
Personnel for the financial year ended March 31 2019 are mentioned in Form MGT -9(Extract of Annual Return) which is attached as annexure to the Board Report.
There were no changes in other directors and Key Managerial Personnel during the yearunder review.
Declaration from Independent Director(s)
Your Company has received declarations from all the Independent Directors confirmingthat they meet criteria of Independence as laid down under section 149(6) of the CompaniesAct 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 and there has been no change in the circumstances which may affect theirstatus as independent director during the year. The Independent directors had no pecuniaryrelationship or transactions with the Company.
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.
The Independent directors also confirmed that they have complied with the Company'sCode of Conduct.
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.
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 ofmeetings held during the financial year and attendance at meetings are provided in theCorporate Governance Section which forms part of the Annual Report.
NUMBER OF MEETINGS OF THE BOARD OF
During the year under review 4 (Four) meetings of the Board of Directors were held.For details of the meetings of the Board please refer to the corporate governance reportwhich forms part of this Annual Report. The maximum interval between two meetings did notexceed 120 days as prescribed under Companies Act 2013 and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Secretarial Standard SS-1.
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 annual accounts for the Financial Year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2019 and of the profit ofthe company for the financial year ended on March 31 2019;
c) that the Directors have taken proper and care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d) that the annual accounts for the financial year ended on March 31 2019 have beenprepared on a going concern basis;
e) that the directors had laid down internal financial controls to be 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 compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
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 2018-19
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Committee (NRC) has been mandated to oversee anddevelop competency requirements for the Board based on the industry requirements andbusiness strategy of the Company. The NRC reviews and evaluates the resumes of potentialcandidates for appointment of Directors and meets them prior to making recommendations oftheir nomination to the Board. Specific requirements for the position including expertknowledge expected are communicated to the appointee.
On the recommendation of the NRC the Board has adopted and framed a RemunerationPolicy for the Directors Key Managerial Personnel and other employees pursuant to theprovisions of the Act and the Listing Regulations. The remuneration determined forExecutive Directors is subject to the recommendation of the Nomination and RemunerationCommittee and approval of the Board of Directors. The Executive Directors are not paidsitting fees; the Independent Directors are entitled to sitting fees for attending theBoard Meetings.
It is affirmed that the remuneration paid to Directors
Key Managerial Personnel and all other employees is in accordance with the RemunerationPolicy of the Company. The Company's Policy on Directors' Appointment and Remuneration canbe viewed at the following link: http://cordscable.com/cordscable/Nomination_Remuneration_ Policy.pdf and The Remuneration detailsof the Directors Chief Financial Officer and Company Secretary along with details ofratio of remuneration of each Director to the median remuneration of employees of theCompany for the FY under review are provided as ANNEXURE - 1.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors attend a Familiarization / Orientation Programme on beinginducted into the Board. The details of Familiarization Programme are provided in theCorporate Governance Report and are also available on the Company's website athttp://cordscable.com/ cordscable/Familiarisation_Programme.pdf.
ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an Annual Evaluation of its own performance performance of the Directorsand the working of its Committees based on the evaluation criteria defined by Nominationand Remuneration Committee (NRC) for performance evaluation process of the Board itsCommittees and Directors.
Pursuant to the provisions of the Act and the Listing Regulations a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard's functioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance
The Board's functioning was evaluated on various aspects including inter-alia theStructure of the Board Meetings of the Board Functions of the Board Degree offulfilment of key responsibilities Establishment and delineation of responsibilities tovarious Committees Effectiveness of Board Processes information and functioning.
The Committees of the Board were assessed on the degree of fulfilment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings. TheDirectors were evaluated on aspects such as attendance contribution at Board/CommitteeMeetings and guidance/support to the Management during Board/ Committee Meetings.
The performance assessment of Non-Independent Directors Board as a whole and theChairman were evaluated in a separate meeting of Independent Directors. The same was alsodiscussed in the meetings of NRC and the Board. Performance evaluation of IndependentDirectors was done by the entire Board excluding the Independent Director beingevaluated.
The Board of Directors expressed their satisfaction with the evaluation process.
INDEPENDENT DIRECTORS' MEETING
During the year under review the Independent Directors of the company met on February12 2019 without the presence of the Executive Directors or management personnelinter-alia to discuss:
Evaluation of the performance of Non-Independent Directors and the Board ofDirectors as a whole;
Evaluation of the performance of Chairman of the Company taking into views ofExecutive and Non Executive Directors;
Evaluation of the quality quantity and timelines of flow of information between theBoard that is necessary for the Board to effectively and reasonably perform its duties.
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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the FY 2018-19 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 FY2018-19 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://www.cordscable.com/cordscable/ corporate.php. None of the Directors has anypecuniary relationship or transaction(s) vis-a-vis the company except remuneration andsitting fees.
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.pdf
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "Listing Regulations") is provided in aseparate section and forms an integral part of this Report and gives details of theoverall industry structure performance and state of affairs of your company's businessrisk management systems and other material developments during the FY under review.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 read with the Companies (Management andAdministration) Rules 2014 is annexed as ANNEXURE 3 which forms anintegral part of this Report and is also available with annual return of the Company onthe web address viz. http://www.cordscable.com/cordscable/ cordscablesindustries.php.
DEPOSITS FROM PUBLIC
Your Company has neither accepted nor renewed any deposits during the FY 2018-19 interms of Chapter V of the Companies Act 2013 and as such no amount on account ofprincipal or interest on deposits from public was outstanding as on the date of thebalance sheet.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 of COMPANIES ACT2013.
During the financial year ended on March 31 2019 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 is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed by the Board and the Audit Committee.
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.
WHISTLEBLOWER 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.
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 a Vigil Mechanism i.e. whistle blower policy to deal withunethical behaviour victimization fraud and other grievances or concerns if any. Theaforementioned Whistle blower policy can be accessed on the Company's website: http://www.cordscable.com/cordscable/corporate.php
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of section 135 and Schedule VII of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 the Board of Directors of yourCompany have constituted a Corporate Social Responsibility Committee and adopted CorporateSocial Responsibility Policy which is implemented by the Company.
The Company's CSR policy is in conformity with the provisions of the Companies Act2013 which can be accessed at http://cordscable.com/cordscable/CSR_ Policy.pdf
The Annual Report on CSR activities is provided as ANNEXURE - 4 and forms anintegral part of this Annual Report.
INSIDER TRADING CODE
The Company has adopted an Internal Code of Conduct for Regulating Monitoringand Reporting of Trades by Designated Persons' ("the Code") in accordance withthe SEBI (Prohibition of Insider Trading) Regulations 2015 (The PIT Regulations). TheCode is applicable to Promoters Member of Promoter's Group all Directors and suchDesignated Employees who are expected to have access to unpublished price sensitiveinformation relating to the Company. The Company Secretary is the Compliance Officer formonitoring adherence to the said PIT Regulations.
The Company has also formulated The Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PITRegulations. This Code is displayed on the Company's website viz. http://cordscable.com.
All Board Directors and the designated persons have confirmed compliance with the Code.
DISCLOSURE FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules made thereunder. The Policy aims toprovide protection to employees at workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.
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 date of this report Internal Complaints Committee has not received any complaintpertaining to sexual harassment and no complaint is pending for disposal before theCommittee.
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 EPORT
The Members at their 25th Annual General Meeting (AGM) held on September 302016 had appointed M/s Alok Misra & Co. Chartered Accountants (FRN 018734N) as theStatutory Auditor of the company to hold the office for a term of five years i.e. fromthe conclusion of 25th Annual General Meeting until the conclusion of 30thAnnual General Meeting at the remuneration of ` 6 Lacs p.a. plus Taxes as applicablesubject to ratification of their appointment by the shareholders every year. The Ministryof Corporate Affairs vide its Notification dated
7th May 2018 has dispensed with the requirement of ratification of Auditor'sappointment by the shareholders every year. Hence the resolution relating toratification of Auditor's appointment is not included in the Notice of the ensuing AnnualGeneral Meeting.
The Statutory Auditors "M/s Alok Misra & Co. Chartered Accountants"have submitted a certificate confirming their eligibility under Section 139 of the Act andmeet the criteria for appointment specified in Section 141 of the Act. Further thecompany has also received declaration from the Auditors that they are not disqualified forsuch appointment/ reappointment under the said act.
Statutory Auditors' Report
The Auditors Report to the members on the Financial Statement of the company for thefinancial year ended on March 31 2019 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 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.
In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the Board of Directorsbased on the recommendation of the Audit Committee has appointed M/s S. Chander &Associates Cost Accountants (Firm Regn. No. 100105) as Cost Auditor of the Company forconducting the Cost Audit for the financial year 2019-20 at a remuneration of `1.07 Lacsp.a. plus taxes as applicable and out of pocket expenses incurred in connection with theaforesaid audit. Since the remuneration payable to the Cost Auditor is required to beratified by the shareholders the Board recommends the same for approval by members atensuing AGM.
A Certificate from M/s S. Chander & Associates Cost Accountants (Firm Regn. No.100105) has been received to the effect that their appointment as Cost Auditor of theCompany if made would be in accordance with the limits specified under Section 141 ofthe Act and Rules framed thereunder.
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 has submitted their report to theboard.
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 March31 2019 at a remuneration of ` 1.50 Lacs p.a. plus taxes as applicable and out of pocketexpenses 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 2018-19 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 CSR contribution it is submitted that in order to meet the requirement offunds for Working Capital and repayment of loan installments the company has deposited `2 lacs in Prime Minister National Relief Fund as CSR expenditure. However efforts shallbe made to contribute towards CSR activities during F.Y. 2019-20 as well.
Annual Secretarial Compliance Report
SEBI vide its circular no CIR/CFD/CMD1/27/2019 dated February 08 2019 directs alllisted entities and their material subsidiaries to submit annual secretarial compliancereport within 60 days from the end of the financial year. Compliance Report for the F. Y.March 31 2019 prepared by M/s. Gupta Gulshan & Associates Company Secretary inpractice is attached as ANNEXURE 5A with this report.
The Company takes pride in the commitment competence and dedication different aspectsof Human Resource Management such as recruitment promotion compensation trainingselections etc. The Company ensures equal just fair and unbiased approach in hiringpromoting and developing an employee.
Your Directors would also like to place on records their appreciation of the commitmentand efficient services rendered by all employees of the company without whose wholehearted efforts the overall satisfactory performance of the company would not have beenpossible.
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 of the employees are set out in ANNEXURE 1 to 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.
You are company is uploding all compliance filling like Shareholding PatternCorporate Governance Report Media Releases among others through NEAPS in NSE &through BSE Corporate compliance and listing centre in BSE. Apart from the above theCompany is also periodically uploading Annual Reports Financial Results and ShareholdingPattern etc on its website viz. www. cordscable.com within the prescribed time limit.
MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION
A certificate given by the Managing Director and Chief Financial Officer of yourcompany to the Board as contemplated under Regulation 17(8) of SEBI (Listing Obligationand Disclosure Requirements) 2015 is provided in a separate section as ANNEXURE - 6and forms part of this Report.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under section 134 (3) (m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are provided as ANNEXURE- 7 and form an integral part of this Annual Report.
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 ||` 507.52 Lacs |
|Outgo ||` 542.20 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 as there was no suchsubsidiary company during the period under review.
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:
Approved as a vendor with Raipur Development Authority (RDA)Chhattisgarh for supplying 1.1 KV grade of the following cables:
a. Instrumentation cables
b. Control cables
c. Power cables
This approval is valid for a period of Three years and it shall enable Cords CableIndustries Ltd. to offer its approved list of cables towards the ongoing and upcomingprojects of RDA.
Received revalidation of its enlistment as an approved vendor for EngineersIndia Limited (EIL).
Registered and prequalified with an Arabian Gulf based Oil major. This approvalis expected toboost the Exports of your company and further enhance company's revenuecontribution from the Hydrocarbon sector from throughout the GCC (Gulf CooperationCouncil) member states.
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) worth` 47.20 crore
Awarded prestigious orders for supply of Control Power and Earthing Cables tobe used in a Thermal Power Project in the state of Uttar Pradesh. The total estimatedvalue of the said orders is ` 16.63 crore.
Approved as a pre-qualified supplier with Samsung Engineering Co. Ltd. for theirInternational orders. Cords Cable Industries Ltd. now enable to participate in future bidsfor supplying qualified products to Samsung Engineering Co. Ltd's range of engineeringservices' portfolio which includes upstream and downstream hydrocarbon facilities powerplants water and waste treatment plants and industrial production facilities.
Approved as a pre qualified supplier with Airports Authority of India (AAI).This prestigious approval shall now enable Cords Cable industries Ltd. to offer itsapproved list of cables towards creating upgrading maintaining and managing aviationinfrastructure in the country for the projects where AAI is entrusted with AirportModernisation and Development.
Awarded 3 bulk contracts towards designing engineering & supplying ofFire Resistant Signal Cables Conventional Type instrumentation Cables and Power Cables tobe used in the Hydrocarbon sector in the states of Haryana Assam and Gujarat.
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 2018-19 and Notice of the 28thAnnualGeneral 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 2018-19 and Notice of the 28thAnnualGeneral 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 also periodically uploading Annual Reports Financial Results andShareholding Pattern etc. on its website viz. www.cordscable.com within the prescribedtime limit.
Your Board of Directors would like to place on record their sincere appreciation forthe support and contributions made by all the Employees Customers Suppliers BankersInvestors Business Associates and all other Stakeholders. Our consistent growth was madepossible due to their hard work solidarity co-operation and support.
The Directors also thank the Government of India various State Governments andconcerned Government Departments/Agencies for their co-operation support and look forwardto their continued support in the future. Your Directors acknowledge with gratitude theencouragement and support extended by all our valued shareholders.
| || |
On Behalf of the Board of Directors
| ||Naveen Sawhney ||Sanjeev Kumar |
| ||Managing Director ||Whole Time Director |
|New Delhi ||DIN : 00893704 ||DIN : 07178759 |
|August 13 2019 || || |