You are here » Home » Companies » Company Overview » Emgee Cables & Communication Ltd

Emgee Cables & Communication Ltd.

BSE: 530333 Sector: Engineering
NSE: N.A. ISIN Code: INE128F01010
BSE 00:00 | 14 May Emgee Cables & Communication Ltd
NSE 05:30 | 01 Jan Emgee Cables & Communication Ltd
OPEN 2.94
PREVIOUS CLOSE 2.94
VOLUME 300
52-Week high 2.94
52-Week low 0.00
P/E 1.59
Mkt Cap.(Rs cr) 2
Buy Price 2.82
Buy Qty 500.00
Sell Price 2.94
Sell Qty 1200.00
OPEN 2.94
CLOSE 2.94
VOLUME 300
52-Week high 2.94
52-Week low 0.00
P/E 1.59
Mkt Cap.(Rs cr) 2
Buy Price 2.82
Buy Qty 500.00
Sell Price 2.94
Sell Qty 1200.00

Emgee Cables & Communication Ltd. (EMGEECABLES) - Director Report

Company director report

To

The Members

Emgee Cables and Communications Limited

The Board of Directors hereby submit the report of the business and operations of yourCompany along with the Audited Financial Statements for the Financial Year ended 31stMarch 2017.

1. FINANCIAL SUMMARY

The Company's financial performance for the year alongwith previous year's figures aregiven hereunder:

(Amount in Rs.)
Particulars F.Y. 2016-17 F.Y. 2015-16
Total Income 1755313152/- 1470813698/-
Total Expenditure 1743060683/- 1460678577/-
Profit before taxes 12309912/- 10135121/-
Less: Taxation 4471203/- 3894210/-
Deferred Tax 363016/- 43958/-
Profit after Taxes 7475693/- 6196953/-

2. PERFORMANCE REVIEW

The company is mainly engaged in the business of Manufacturing and Trading of wires andcables. The Net receipts from Operations during the year under review were Rs.1755313152/- as against Rs. 1470813698/- in the previous year. The profit after taxis Rs. 7475693/-as against Rs. 6196953/- in the previous year.

3. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/ STATE OFCOMPANY'S AFFAIRS

The Directors are hopeful about achieving better performance in future especially inview of internet and broadband penetration. The Company is now focusing more on exportbusiness and got approvals from large manufacturers in Europe. The Company also looking toupgrade/increase its capacity for this the Company has installed new Plant &Machineries.

4. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year ended 31st March 2017 no entity became or ceased to be thesubsidiary joint venture or associate of the Company.

5. DIVIDEND

The Board of directors in their meeting held on 30th May 2017 recommended a Dividend ofRs. 0.467/- (8% Preference share of Rs. 10/- each) on 1500000 Preference Shares onpro-rate basis.

Further in view of the Directors consideration to conserve the profits for futureexpansion your Directors do not recommend payment of any dividend for the year endedMarch 31 2017 on Equity Shares.

6. RESERVES

During the financial year 2016-17 the company has not proposed any amount to carry tothe general reserve. The Company has transferred Rs. 5000000/- to Capital redemptionReserve.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY 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

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this Report.

8. CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the financial yearended 31st March 2017.

9. SHARE CAPITAL

The Authorised Share Capital of the Company was Rs. 100000000/- (Rupees Ten CroreOnly)divided into 7000000 (Seventy Lac) equity shares of Rs. 10/- (Rupees Ten Only) eachand 3000000 (Thirty Lac) preference shares of Rs. 10/- (Rupees Ten Only) each.

10. PREFERENTIAL ISSUE OF 1500000 (Fifteen Lacs) PREFERENCE SHARES TO PROMOTERS :

During the Financial year 2016-17 the Board of Directors of the Company at its meetingheld on 30th August 2016 subsequent to the approval of the share holdersthrough Postal Ballot which concluded on 27th January 2016 allotted 1500000(Fifteen Lacs) 8% Cumulative Redeemable Preference Shares of Rs. 10/- each at par toPromoters on Preferential basis.

11. MANAGEMENT AND BOARD OF DIRECTORS

Mrs. Anuradha Choudhari (DIN-06794396) Non Executive Promoter Director onrecommendation of Nomination and Remuneration Committee and approval of theshareholders of the company in the 29th Annual General Meeting (AGM) held on30th September 2016 was designated as Whole Time Director of theCompany w.e.f. 1st June 2016 to 31st May 2019 liable to retire by rotation.

Mr. Narayan Modi (DIN-06930593) was appointed as an Additional Independentdirector on the Board of the Company w.e.f. 01st May 2016 and re-appointed asan Independent Director not liable to retire by rotation to hold office for a term up to30th April 2021 in the 29th AGM held on 30th September 2016.

Mr. Akhilesh Poddar (DIN-05117029) was appointed as an Additional IndependentDirector on the Board of the Company w.e.f. 29th July 2016 and reappointed asan Independent Director not liable to retire by rotation to hold office for a Term up to28th July 2021 in the 29th AGM held on 30th September 2016.

Mr. Shripal Choudhari (DIN -00403872) Managing director and CEO of the Company onrecommendation of Nomination and Remuneration Committee was re-appointed asManaging director and designated as Managing director and CEO of the Company w.e.f. 01stJune 2017 to 31st May 2020 liable to retire by rotation subject to theshareholders holders approval on the terms and conditions as mentioned in the resolutionin the Notice of 30th AGM.

Mrs. Anuradha Choudhari (DIN-06794396) Promoter & Whole Time Director of theCompany whose period is liable to retire by rotation pursuant to the provisions of theCompanies Act 2013 and the Articles of Association of the Company retires by rotation inthe ensuing AGM and being eligible seeks re-appointment.

The details of Directors being recommended for re-appointment as required under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Schedule V ofthe Companies Act 2013 and the relevant provisions of the Secretarial Standard on GeneralMeeting are contained in the accompanying Notice convening the ensuing Annual GeneralMeeting of the Company.

Appropriate resolution(s) seeking your approval to the appointment/ re-appointment ofDirectors are also included in the Notice.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Meetings of the Board are generally held at the Administrative Office of theCompany at T-16 3rd Floor Alankar Plaza Central Spine Vidhyadhar Jaipur(Rajasthan). During the financial year 2016-2017 the Board of Directors of theCompany met 06 (Six) times on 30th May 2016 29th July2016 22nd August 2016 30th August 2016 11th November2016 10th February 2017.

13. DECLARATION BY INDEPENDENT DIRECTOR

All the Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 so as to qualify themselves to be appointed as Independent Directorsunder the provisions of the Companies Act 2013 and the relevant rules.

14. FORMAL ANNUAL EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation Framework.

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of Independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated.

The evaluation all the directors and the board as a whole was conducted based on thecriteria and framework adopted by the Board.

The following criteria assist in determining how effective the performances of theDirectors/KMPs/Senior officials have been:

• Leadership & stewardship abilities;

• Contributing to clearly define corporate objectives & plans;

• Communication of expectations & concerns clearly with subordinates;

• obtain adequate relevant & timely information from external sources;

• review & approval achievement of strategic and operational plansobjectives budgets;

• regular monitoring of corporate results against projections ;

• identify monitor & mitigate significant corporate risks ;

• assess policies structures & procedures ;

• direct monitor & evaluate KMPs senior officials ;

• review management's succession plan ;

• effective meetings ;

• assuring appropriate board size composition independence structure ;

• clearly defining roles & monitoring activities of committees;

• review of corporation's ethical conduct.

At the conclusion of the evaluation exercise the Members of the Board assessed thatthe Board as a whole together with each of its Committees was working effectively inperformance of its key functions. The peer review concluded on the note that each of theindividual directors was performing efficiently and effectively contributing to a wellperforming Board and shared a common vision to turning organization goals into reality.

15. NOMINATION AND REMUNERATION POLICY OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHEREMPLOYEES

In adherence of section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company adopted a policy on directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided u/s 178(3) based on the recommendations of the Nomination andRemuneration Committee.

The primary objective of the Policy is to provide a framework and set standards for thenomination remuneration and evaluation of the Directors Key Managerial Personnel andofficials comprising the senior management. The Company aims to achieve a balance ofmerit experience and skills amongst its Directors Key Managerial Personnel and SeniorManagement. The Nomination and Remuneration Policy is furnished in Annexure-1 andforms part of this report.

16. PARTICULARS OF EMPLOYEES

Details pursuant to section 197(12) of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 form part of thisReport and are annexed herewith as ANNEXURE - 2.

17. AUDITORS AND AUDITORS' REPORT

1) STATUTORY AUDITORS

The Companies Act 2013 (‘The Act') was notified effective April 1 2014. Section139 of the Act lays down the criteria for appointment and mandatory rotation of statutoryauditors. Pursuant to section 139 of the act and the rules made thereunder it ismandatory to rotate the statutory auditors on the completion of two terms of fiveconsecutive years. The rules also lay down the transitional period that can be served bythe existing Auditors depending on the number of consecutive years for which an audit firmhas been functioning as auditor in the same company. The incumbent Auditors "M/sP.S.D. & Associates" Chartered accountants (Firm Registration No. 004501C) haveserved the Company for over 10 years before the Act was notified and will be completingthe maximum no.. of Transitional period (Three Years) at the ensuing 30th AGM.The Audit committee of the company has proposed and on 30th May 2017 the boardhas recommended the appointment of "M/s Parakh & Co. Chartered Accountants (FirmRegistration No. 001475C) Jaipur as the statutory Auditors of the Companies afterreceiving consent letter and peer review certificate from "M/s Parakh & Co.Chartered Accountants". The firm will hold office for a period of five consecutiveyears from the conclusion of the 30th Annual General Meeting of the Companytill the Conclusion of 35th Annual General Meeting to be held in 2022 subjectto ratification by shareholders at every Annual General Meeting. The First year of auditwill be of the financial statements for the year ending March 31 2018 which will includethe audit of the quarterly Financial results.

The Auditors Report to the shareholders for the Financial Year 2016-17 given by M/sP.S.D. & Associates Chartered Accountants Jaipur does not contain any observationand qualification. The Auditors Report for the financial year ended 31st March 2017 isself-explanatory and does not call for any further comments. No frauds have been reportedby the Auditors under Section 143(12) of the Companies Act 2013 requiring disclosure inthe Board's Report.

M/s Parakh & Co. Chartered Accountants (Firm Registration No. 001475C) Jaipur areproposed to be appointed as Statutory Auditors in place of retiring Auditors M/s P.S.D.& Associates Chartered Accountants Jaipur and shall hold office from the conclusionof this Annual General Meeting till the conclusion of the 35th Annual General Meetingsubject to ratification of the appointment by the members of the Company at every AnnualGeneral Meeting held after this Annual General Meeting.

The Company has received letter from M/s Parakh & Co. Chartered Accountants to theeffect that their appointment if made would be within the prescribed limits underSection 139 of the Companies Act 2013 and that they are not disqualified for appointmentwithin the meaning of Section 141 of the said Act. Accordingly the Board of Directors haverecommended the appointment as statutory Auditors on a remuneration to be decided by theboard.

2) COST AUDITORS

Pursuant to the provisions of Section 141 read with Section 148 of the Companies Act2013 and Rules made thereunder M/s. Bikram Jain & Associates Cost AccountantsJaipur (FRN. 101610) were appointed as the cost auditors to conduct the audit of costrecords of your company for the year ending 31st March 2017. They gave their consent andeligibility certificate confirming they are not disqualified.

In view of the same and in terms of the provisions of Section 148 and all otherapplicable provisions of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 M/s. Bikram Jain & Associates Cost Accountants have beenre-appointed as cost auditors to conduct the audit of cost records of your company for theFinancial Year 2017-18. The remuneration proposed to be paid to them requires ratificationof the shareholders of the Company. In view of this your ratification for payment ofremuneration to cost auditors is being sought at the ensuing Annual General Meeting.

Cost Auditor's Report

The Audit Report of the cost accounts of the Company for the year ended March 31st2017 will be submitted with the Central Government in due course.

3) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed thereunder M/s V. M. & Associates Company Secretaries inPractice Jaipur (FRN:P1984RJ039200) were appointed as the Secretarial Auditors of theCompany to carry out the secretarial audit for the financial year 2016-17. They gave theirconsent and eligibility certificate confirming they are not disqualified.

The Board has re-appointed M/s V. M. & Associates Company Secretaries in PracticeJaipur as the Secretarial Auditors of the Company to carry out the secretarial audit forthe financial year 2017-18.

Secretarial Audit Report

A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 isannexed with this Report as ANNEXURE – 3. The Secretarial Auditors Report forthe financial year ended 2016- 2017 is self-explanatory and does not call for any furthercomments.

4) INTERNAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed thereunder M/s OM Agarwal & Co. Chartered Accountant Jaipur (FRN: 000971C) were appointed as the Internal Auditor of the Company to carry outthe Internal Audit for the financial year 2016-17.

The Board has re-appointed M/s Om Agarwal & Co. Chartered Accountant Jaipur asthe Internal Auditor of the Company to carry out the Internal audit for the financial year2017-18.

Internal Audit Report

The Internal Audit report for the financial year ended 31st March 2017 is free fromany qualification and self explanatory.

18. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company comprises of three (3)members as on 31st March 2017 namely Shri Naresh Kumar Jain IndependentNon-Executive Director Mr. Narayan Modi Independent Non-Executive Director and ShriAkhilesh Poddar Non-Independent Non-Director.

Shri Naresh Kumar Jain an Independent Director is the Chairman of the AuditCommittee.

The Board accepted the recommendations of the Audit Committee whenever made by theCommittee during the year.

TERMS OF REFERENCE OF AUDIT COMMITTEE:

The terms of reference of the Audit Committee are as per the governing provisions ofthe Companies Act 2013 (section 177) and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (specified in Part C of Schedule II).

The Role of the Audit Committee includes the following:

(1) oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

(2) recommendation for appointment remuneration and terms of appointment of auditorsof the Company;

(3) approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

(4) reviewing with the Management the annual financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:

(a) matters required to be included in the director's responsibility statement to beincluded in the Board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013;

(b) changes if any in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment byManagement;

(d) significant adjustments made in the financial statements arising out of auditfindings;

(e) compliance with listing and other legal requirements relating to financialstatements;

(f) disclosure of any related party transactions;

(g) modified opinion(s) in the draft audit report;

(5) reviewing with the Management the quarterly financial statements beforesubmission to the Board for approval;

(6) reviewing with the management the statement of uses/ application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document/ prospectus/notice and thereport submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;

(7) reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

(8) approval or any subsequent modification of transactions of the listed entity withrelated parties;

(9) scrutiny of inter-corporate loans and investments;

(10) valuation of undertakings or assets of the listed entity wherever it isnecessary;

(11) evaluation of internal financial controls and risk management systems;

(12) reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

(13) reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

(14) discussion with internal auditors of any significant findings and follow up thereon;

(15) reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board;

(16) discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post audit discussion to ascertain any area of concern;

(17) to look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

(18) to review the functioning of the whistle blower mechanism;

(19) approval of appointment of chief financial officer after assessing thequalifications experience and background etc. of the candidate;

(20) considering such other matters the Board may specify;

(21) reviewing other areas that may be brought under the purview of role of AuditCommittee as specified in SEBI Regulations and the Companies Act as and when amended.

VIGIL MECHANISM

The Company has established a Whistle Blower Policy of the Company which alsoincorporates a Vigil Mechanism in terms of the SEBI(LODR) for Directors and employeescommensurate to the size and the business of the company to promote ethical behaviour inall its business activities and to report concerns and unethical behavior actual orsuspected fraud or violation of our code of conduct and ethics. Under the said Mechanismthe employees are free to report violations of applicable laws and regulations and theCode of Conduct. It also provides for adequate safeguards against the victimization ofpersons who use such mechanism.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time totime. Also there were no whistle blower events reported during the period under review.

19. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT – 9 forms part of the Board'sReport and is annexed herewith as ANNEXURE - 4.

20. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

In compliance with the SEBI Regulations on prevention of insider trading the Companyhas formulated and implemented a comprehensive Code of fair Disclosures for Prevention ofInsider Trading by its management and employees. The code lays down guidelines advisingthem on procedures to be followed and disclosures to be made while dealing with shares ofEmgee. The code is available on the website of the Company www.emgeecables.com

21. FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. from time to time. The Company makes consistentefforts to acquaint the Board with the overall business performance covering all Businessverticals by way of presenting specific performance of Plant (based on predefined factoryrating parameters) Product Category and Corporate Function from time to time. The entireBoard including Independent Directors has access to Product Heads/ Factory Heads and othercommercial/ technical staff wherever required for informed decision making. Detailedagenda are sent well in advance to all the Directors in order for the Board to perform itsfunction and fulfill its role effectively.

22. RISK MANAGEMENT POLICY

Emgee understands controlling risks through a formal programme is necessary for thewell-being of the Company. To this end the Board identifies the risks impacting thebusiness and formulate strategies/ policies aimed at risk mitigation as part of riskmanagement.

The Board of Directors has also adopted a formal Risk Management policy for the Companywhereby risks are broadly categorized into Liquidity Risk Funding Risk Time Risk CallRisk and Interest Rate Risk outlines the parameters of identification assessmentmonitoring and mitigation of various risks which are key to business objectives.

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

The details in respect of Internal Financial Control Systems and their Adequacy areincluded in the Management Discussion and Analysis which form part of this report.

24. FIXED DEPOSITS

In the beginning of the Financial Year 2016-17 there were no deposits lying with thecompany and further it is clarified that no money have been received which fall under thecategory of Deposits during the Financial Year 2016-17.

25. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS U/S 186

During the financial year under review there were no loans/guarantee given and/orsecurity provided neither any investments were made by the Company.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered during the financial year are donein the ordinary course of business and on arm's length basis. The particulars of contractsor arrangements with related parties referred to in Section 188(1) of the Companies Act2013 including certain arm's length transactions under third proviso thereto are disclosedin Form No. AOC-2. Annexure -5 to this report. The policy on related partytransaction is available on the website of the company at www.emgeecables.com

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up Committee for implementation of said policy. During the yearCompany has not received any complaint of harassment.

28. HUMAN RESOURCES

The Company recognizes the importance of Human Resource Management in realizing itsgrowth ambitions and believes in nurturing talent within the organization to take upleadership positions. The Company believes that the development of employees is one of themost important enablers for an organization. This is being done at both individual andteam levels. Sustained development of its employees professional and personal is thehallmark of its human resource policies. The Company is giving emphasis to upgrade theskills of its human resources in context of its new ventures in Knowledge Industry. Thisis in keeping with its policy of enhancing the individual's growth potential within theframework of corporate goals.

29. ENVIRONMENT & HEALTH AND SAFETY

Your Company is continuously working towards laying a strong foundation and creating asustainable future for our Organization our People and the Society as a whole. HereEnvironment Health and Safety (EHS) management is a key pillar of our sustainable growthagenda. We are committed to lead and excel in all aspects of environmental stewardshipsafety health and social responsibility always striving to provide safe and healthy workenvironment to our employees and efficient safe and environmentally responsible productsto our customers.

Emgee is committed to protecting the health and safety of everyone involved in itsoperations as it is committed to protecting the sustainability of the environment in whichit operates. We have worked hard to put in place management systems; controls; objectivesand targets; strategies; and training that uphold and honour national and internationalcodes and standards on health safety and environment. Whether it is policies thatinculcate safe behaviour as a personal value in all our stakeholders or that preventaccidents we have put in place mandatory compliances for all employees and contractorswhile on business at our sites.

Fostering a preemptive safety culture across all our assets and facilities we alsoensure energy conservation facilities at plant location. We have rain water harvestinglocations including our Administrative office to maintain the balance of natural resourcelike water.

Your Company also provides life insurance cover personal accident cover and robustmedical and health policies to employees workers and channel partners against anyunfortunate incident.

We strongly believe that those on the shop floor who actually execute a task are thebest to judge the parameters involved for safety and welfare.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO

The Information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to section 134(3)(m) of The Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure -6 tothis report.

31. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report forms part of this Annual Report.

32. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance with the Corporate Governance provisions specified inRegulations 17 through 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46and para C D and E of Schedule V is not mandatory for the time being for Companies havingpaid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25Crore as on the last day of the previous financial year.

The paid up Equity Share Capital of Emgee Cables and Communications Ltd. is Rs. 05.40Crore and Net Worth is Rs. 16.39 Crore as on 31st March 2016

Since our Company falls in the ambit of aforesaid exemption; hence compliance with theprovisions of Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is not mandatory for our Company.

Consequently our Company is not required to provide separate section on CorporateGovernance.

Consequently Corporate Governance Report under Regulation 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 does not form part of theAnnual Report for the Financial Year 2016-17.

33. DETAILS OF SIGNIFICANT AND MATERILA ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

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

The Risk Management and Governance Department of the Company has implemented a strongInternal Financial Controls (IFC) Framework as per the ICAI regulations and guidelines.The testing of key controls was also carried out independently by the Statutory Auditorsof the Company as mandated under the provisions of the Companies Act 2013. In the opinionof the Board the existing internal financial controls framework is adequate andcommensurate to the size and nature of the business of the Company.

35. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act 2013 the Board ofDirectors of the Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

b) the directors have 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 at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors 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) the directors have prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and;

f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

36. LISTING OF SHARES

Your company's shares are listed at:

1. BSE Ltd.

2. The Calcutta Stock Exchange Ltd.

And the listing fees to BSE Ltd. for the year 2017-18 had been duly paid.

37. ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operationreceived from the Bankers Local Authorities Client Vendors Advisors ConsultantsAssociates at all levels for their continued guidance and support. Your Directors alsowish to place on record their deep sense of appreciation for their commitment dedicationand hard work put in by every member of the our Company.

To them goes the credit for the Company's achievement and to you our shareholders weare deeply grateful for the confidence and the faith that you have always reposed in us.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
JAIPUR MAY 30 2017 (SHRIPAL CHOUDHARI) (ABHINAV CHOUDHARI)
MANAGING DIRECTOR & CEO DIRECTOR
DIN: 00403872 DIN: 03634672

.