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Paramount Communications Ltd.

BSE: 530555 Sector: Engineering
NSE: PARACABLES ISIN Code: INE074B01023
BSE 11:20 | 23 Apr 12.08 0.15
(1.26%)
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12.00

HIGH

12.28

LOW

11.75

NSE 11:08 | 23 Apr 12.10 0.15
(1.26%)
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12.25

HIGH

12.25

LOW

11.90

OPEN 12.00
PREVIOUS CLOSE 11.93
VOLUME 13634
52-Week high 17.55
52-Week low 8.76
P/E 8.00
Mkt Cap.(Rs cr) 208
Buy Price 12.02
Buy Qty 450.00
Sell Price 12.09
Sell Qty 200.00
OPEN 12.00
CLOSE 11.93
VOLUME 13634
52-Week high 17.55
52-Week low 8.76
P/E 8.00
Mkt Cap.(Rs cr) 208
Buy Price 12.02
Buy Qty 450.00
Sell Price 12.09
Sell Qty 200.00

Paramount Communications Ltd. (PARACABLES) - Director Report

Company director report

To

The Members of

Paramount Communications Limited

Your directors hereby present the 24th Annual Report along with auditedstatement of accounts of the Company for the year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended 31st March 2018is summarised below:

( C in Lakhs)
Particulars Year ended 31st March 2018 Year ended 31st March 2017
Total Revenue including Other Income 43918 35432
Less: Excise Duty 918 3445
Net Revenue including Other Income 43000 31986
Profit/ (Loss) before Interest Depreciation Tax and Exceptional items 107 (4395)
Interest 415 1903
Depreciation & Amortisation of FCMITDA 923 969
Profit/(Loss) before Tax and Exceptional Items (1231) (7267)
Exceptional Items 2700 8739
Tax Expenses - -
Profit/(Loss) after Tax and Exceptional Items 1469 1472
Other Comprehensive Income (6) (29)
Total Net Profit/(Loss) for the year including other Comprehensive 1464 1443
Income

During the financial year ended 31st March 2018 your Company recorded totalrevenue of Rs.fi 439.18 Crore as compared to the total revenue of Rs.fi354.32 Crorerecorded during the previous financial year ended 31st March 2017. Net Revenuefrom operations for the year ended 31st March 2018 has increased by about 34%over the corresponding period last year. The total Net Profit including othercomprehensive Income of the Company for the financial year ended 31st March2018 Rs.fi 14.64 Crore as against Rs.fi14.43 Crore during previous year 2016-2017.Details of the Exceptional Items have been mentioned in Notes to the Financial Statementsin this Annual Report.

2. DIVIDEND

Your directors do not recommend declaration of any dividend for the FY 2017-18.

3. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

As a result of concerted and constant efforts of the promoters to revive andrehabilitate the Company the Company has been able to settle majority of its securedcreditors viz. State Bank of India State Bank of Patiala IDBI Bank and Dena Bank whohave assigned their debts to an Asset Reconstruction Company(ARC) i.e. Invent AssetsSecuritisation and Reconstruction Private Limited. Further the Company has reachedsettlement with ARC and the settled amount is to be repaid in a phased manner. The Companyhas entered into a One-Time Settlement with Standard Chartered Bank and the amount thereofhas been duly paid.

The Company has also arrived at a settlement with its unsecured creditors viz. US$ 7.5Million Outstanding FCCB holders and the outstanding bondholders have agreed to accept7921 Equity Shares per Outstanding Bond in lieu of dues payable to them. Consequentlyduring the financial year 2018-19 11881500 Equity Shares of Rs.2/- each have been issuedat a premium at a price of Rs.28.40/- per Equity Share in accordance with the agreedterms.

Further the Non-Convertible Redeemable Preference Shares (NCRPS) which wereredeemable in the year 2023 were redeemed by the Company during the financial year2017-2018 by way of fresh issue of Equity Shares of Rs.2/- each at a price of Rs.5.25/-per share. This has resulted in improving the net worth of the Company on long term basisas the obligation for repayment on redemption of preference shares has ceased.Accordingly 17669000 Equity Shares of Rs.2/- each ranking pari-passu with the existingEquity Shares of the Company were issued to the holders of NCRPS.

Keeping in view the aforesaid settlement and the current position of the Company themanagement expects a turn-around in the operations of the Company. The net worth of thecompany has already turned positive during the year under review.

Further during the financial year 2018-2019 the Promoters and other persons/entitiesforming part of the Promoter group have infused funds amounting to Rs.25.94 Crore forstrengthening the financial position of the Company by way of issue of 17000000 EquityShares on preferential basis.

4. FUTURE OUTLOOK

As a result of policies formulated by the Government of India the domestic OpticalFibre Cables industry is expected to grow at a good pace. Other sectors like Power andRailways are also expected to grow at a better pace as compared to last year. Howevercompetitive conditions are likely to persist over the medium-term in the cable industry.The Company's focus in future shall be to sustain and increase the momentum in itsbusiness segments namely Optical Fibre Cables Power Cables and Railway Signalling Cablesetc. by leveraging its inherent strength of product development as per evolving industrialstandards and superior project execution capabilities to drive both the short term andlong term growth.

Your Company's vision for the coming year is to be a key participant in every relevantinitiative of the Government so as to improve growth and development prospects of theCompany.

5. TRANSFER TO RESERVES

In view of insufficient profits earned by the Company during the current financialyear your Company do not propose to transfer funds to the General Reserves.

6. PUBLIC DEPOSITS

During the FY 2017-18 your Company has not accepted any deposits within the meaning ofSections 73 and 74 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

7. BOARD OF DIRECTORS

In compliance with the provisions of Section 149 152 Schedule IV and other applicableprovisions if any of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 the independent directors of the Company viz. Mr.S.P.S. Dangi Mr. Satya Pal Mr. Vijay Bhushan and Mrs. Malini Gupta hold office for afixed term of five (5) years and are not liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act 2013 read withArticles of Association of the Company Mr. Sandeep Aggarwal (DIN 00002646) is liable toretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for reappointment. The Board recommends his re-appointment as a Director.

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 brief resume of the director proposed to be reappointed the nature of expertise inspecific functional areas names of the companies in which he holds directorship(s) andmembership/chairmanship of Board Committees shareholding and relationships betweendirectors inter-se are forming part of the Notice of Annual General Meeting.

8. DECLARATION OF INDEPENDENCE

In compliance with the provisions of Section 149 (7) of the Companies Act 2013 eachIndependent Director has given a written declaration to the Company thereby confirmingthat he/she meets the criteria of independence as mentioned under Section 149 (6) of theCompanies Act 2013 and Regulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors hereby confirm that:

i) In the preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departure if any;

ii) They had selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit or loss of the Company for the year under review;

iii) They had taken proper and sufficient 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;

iv) They had prepared the annual accounts for the financial year ended 31stMarch 2018 on a ‘going concern' basis;

v) They had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

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

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has formed a policy to carry outperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Committee Nomination & Remuneration CommitteeStakeholders' /Investor's Grievance Committee Risk Management Committee and ShareTransfer & Transmission Committee.

11. REMUNERATION POLICY

Based on the recommendations of the Nomination and Remuneration Committee the Boardhas approved the Nomination and Remuneration Policy for Directors KMP and all otheremployees of the Company. A copy of the Policy is available at the website of the Company.

12. KEY MANAGERIAL PERSONNEL

Mr. Sanjay Aggarwal Chairman & CEO Mr. Sandeep Aggarwal Managing Director Mr.Shambhu Kumar Agarwal Chief Financial Officer and Ms. Tannu Sharma Company Secretary arethe Key Managerial Personnel of your Company under the provisions of Section 2(51) andSection 203 of the Companies Act 2013 read with Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. There has been no change in the Key ManagerialPersonnel of the company during the year under review.

13. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

As required under Section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the detailsof the ratio of the remuneration of each director to the median employee's remunerationand such other details as prescribed therein are given in "Annexure-A"which is attached hereto and forms a part of the Directors' Report.

14. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year 8 (Eight) Board Meetings and 5 (Five) Audit Committee Meetings wereconvened and held. The details of these meetings are given in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013.

15. AUDITORS

On the basis of the recommendations of the Audit Committee the Board of Directors ofthe Company has appointed P. Bholusaria & Co. Chartered Accountants (FirmRegistration No.: 000468N) as the statutory auditors of the Company to hold office for aperiod of five consecutive years from the conclusion of the 23rd Annual GeneralMeeting of the Company till the conclusion of the 28th Annual General Meetingto be held in the year 2022.

Your Company has received a certificate from M/s. P. Bholusaria & Co. CharteredAccountants confirming their eligibility to continue as Auditors of the Company in termsof the provisions of Section 141 of the Companies Act 2013 and the Rules framedthereunder.

16. AUDITORS REPORT-CLARIFICATIONS AND EXPLANATIONS

There is no qualification reservation or adverse remark made by the Auditor in hisReports to the Financial Statements (both Standalone and Consolidated) for the financialyear ended 31st March 2018.

17. COST AUDITORS

As per Section 148 read with Companies (Audit and Auditors) Rules 2014 and otherapplicable provisions if any of the Companies Act 2013 the Board of Directors of theCompany has appointed M/s. Jain Sharma & Associates Cost Accountants as the CostAuditor of the Company for the FY 2018-19 on the recommendations made by the AuditCommittee. The remuneration proposed to be paid to the Cost Auditor would be Rs.50000/-(Rupees Fifty Thousand only) and out of pocket expenses plus taxes. The remuneration issubject to the ratification of the members in terms of Section 148 read with Rule 14 ofthe Companies (Audit and Auditors) Rules 2014 and is accordingly placed for yourratification.

The Company has received a letter from their firm to the effect that theirre-appointment would be within the limits prescribed under Section 141(3)(g) of theCompanies Act 2013 and that they are not disqualified for such reappointment within themeaning of Section 141 of the Companies Act 2013.

18. SECRETARIAL AUDIT

PursuanttotheprovisionsofSection204oftheCompanies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. A.K. Popli &Co. Practicing Company Secretaries were appointed as the Secretarial Auditor of theCompany for the FY 2017-18 to undertake the Secretarial Audit of the Company. TheSecretarial Audit report for FY 2017-18 forms an integral part of this Annual Report as" Annexure-B" to the Board's Report.

19. SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES

The Company does not have any Indian subsidiary company. However the Company has thefollowing direct wholly owned subsidiaries located outside India:

a. *Paramount Holdings Limited incorporated under the laws of Cyprus;

b. **AEI Power Cables Limited incorporated under the laws of England and Wales;

c. 06196375 Cables Limited (formerly known as AEI Cables Limited) which was asubsidiary company is "in Administration" (as per UK Laws) w.e.f 28thFebruary 2014.

Note:

1) * The management of Paramount Holdings Limited are taking steps to liquidate theCompany in accordance with the applicable laws of the country.

2) **AEI Power Cables Limited United Kingdom has ceased to trade and became dormantw.e.f. 1st April 2017. The management of the Company intends to keep thecompany in existence for use in foreseeable future as and when required.

The Consolidated financials include un-audited financials of Paramount HoldingsLimited Cyprus and un-audited financials of AEI Power Cables Ltd. United Kingdom for theyear ended 31st March 2018.

The Company does not have any Joint Venture with any other Company or any AssociateCompany in India or abroad.

20. MEASURESTAKENFORREVIVALANDREHABILITATION OF THE COMPANY

As stated above in this Report due to concerted and constant efforts of the promotersto revive and rehabilitate the Company the Company has been able to settle majority ofits creditors - both secured and unsecured. The Company has arrived into a settlement withits unsecured creditors viz. US$ 7.5 Million Outstanding FCCB holders and the Company hasagreed to offer 7921 Equity Shares of the Company for each outstanding Bond.

The liability of repayment to Non-Convertible Redeemable Preference Shares (NCRPS)which were redeemable in the year 2023 was also extinguished during the financial year2017-2018 by way of fresh issue of Equity Shares of Rs. 2/- each.

The Promoters and other persons/entities forming part of the Promoter group haveinfused funds amounting to Rs.25.94 Crore in the financial year 2018-2019.

The management is exploring possibilities of new investors in order to invest funds inthe Company for modernization expansion and strengthening the financial position of theCompany. The Company has also taken several measures to reduce its cost.

All the aforesaid has resulted in substantial reduction in financial commitments of theCompany to a considerable extent and the remaining debt/financial commitment are withinmanageable level of the Company. Keeping in view the aforesaid settlement and the currentposition of the Company the management expects a turn-around in the operations of theCompany.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as per the requirements of Section 134(3)(m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are annexed hereto and forms anintegral part of the report.

The Company constantly strives for maintenance and improvement in quality of itsproducts and entire R&D activities are directed to achieve the aforesaid goal.

22. ISO CERTIFICATION

The Company holds ISO 9001:2015 and ISO 14001:2015 certifications for both of itsplants at Khushkhera Rajasthan and Dharuhera Haryana. In addition to this the Companyis certified by BASEC and LPCB for supply of its products in the European Market.

23. PARTICULARS OF EMPLOYEES

The Company is not required to make any disclosure under Section 197 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as noemployee is covered under the purview of the aforesaid Section/Rule.

24. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential confiict withinterest of the Company at large.

During the year 2017-2018 pursuant to Section 177 of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 all Related PartyTransactions were placed before the Audit Committee and also for the Board approvalwherever required. Prior/omnibus approval of the Audit Committee is generally obtained forthe transactions which are of a foreseen and repetitive nature and these transactions arereviewed by the Audit Committee on quarterly basis.

The policy on Related Party Transactions as approved by Board is available at theCompany's website www. paramountcables.com.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 is set out as "Annexure-C" to thisreport.

25. LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013.

The details of the investments made by the Company are given in the notes to thefinancial statements.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAuditor reports to the Chairman of the Audit Committee and to the Chairman & CEO andManaging Director of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee and the Board.

27. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto 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.

28. PREVENTION OF SEXUAL HARASSMENT

As part of the legal responsibility and zero tolerance towards sexual harassment at theworkplace a policy for prevention of Sexual Harassment has been adopted by the Company.

29. EXTRACT OF ANNUAL RETURN

In accordance with Sections 134(3)(a) and 92(3) of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 the details formingpart of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure-D".

30. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesthe risks in the internal and external environment along with the cost of treating risksand incorporates risk treatment plans in its strategy business and operational plans.

As per the requirements of Section 134(3)(n) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 your Company hasconstituted a Risk Management Committee to oversee the risk management efforts in theCompany. The details of the committee are set out in the Corporate Governance Reportforming part of this report.

Some of the risks which may pose challenges are set out in the Management Discussionand Analysis which forms part of this report.

31. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings/ behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's website www.paramountcables.com.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practice and indealing with shareholders.

All the Board Members and the Senior Management Personnel have confirmed compliancewith the Code.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The provisions are not applicable to the Company. Hence the Company is not required tomake expenditure on CSR and no CSR committee as prescribed under Companies (CorporateSocial Responsibility Policy) Rules 2014 has been formulated.

33. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has vigil mechanism policy to deal with instances of fraud andmismanagement if any.

The policy ensures that strict confidentiality is maintained while dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern. Accordingly the Board of Directors have formulated a VigilMechanism/Whistle Blower Policy which is in compliance with the provisions of Sections177(9) and 177(10) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The policy is also available on the website of theCompany www.paramountcables.com.

34. INSURANCE

All insurable interest of the Company including inventories buildings and plant &machinery are adequately insured.

35. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company was not required to transfer any amount to the Investor Education andProtection Fund during the year under review.

36. LISTING OF SHARES

The equity shares of the Company are listed at The BSE Ltd. (BSE) and National StockExchange of India Ltd. (NSE). The BSE & NSE have nation-wide trading terminals andtherefore provide full liquidity to investors. Equity shares of the Company were alsolisted with the Calcutta Stock Exchange Ltd however the Company has applied fordelisting on 03.03.2004 and the application is still pending for disposal at the exchangeby the Calcutta Stock Exchange authorities.

37. INDUSTRIAL RELATIONS

Paramount is an equal opportunities employer. The Company do not discriminate ongrounds of age gender colour race ethnicity language caste creed economic orsocial status or disability. We handle global preferences and mindsets of both internaland external customers.

The Company humbly acknowledges employee's contributions with best compensation andbenefits that appropriately reward performance. Pay revisions and other benefits aredesigned in such a way to compensate good performance of the employees of the Company andmotivate them to do better in future.

During the period under review your Company enjoyed healthy cordial and harmoniousrelationship with workers and employees at all levels.

38. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on Corporate Governance along with acertificate from the Auditors on its compliance forms an integral part of this report.Further Management Discussion and Analysis which includes detailed review of operationsperformance and future outlook of the Company and its businesses forms a part of thisreport.

39. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

c) Neither the Managing Director nor the Whole Time Director of the Company receivesany remuneration or commission from any of its subsidiaries.

d) 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.

e) During the year under review there were no cases filed or reported pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

40. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors are thankful to the Central and State Government DepartmentsOrganisations and Agencies for the continued guidance and co-operation extended by them.

The Directors wish to place on record their appreciation to all valuable stakeholdersviz. customers shareholders dealers vendors Banks and other business associates fortheir support. The Directors also acknowledge the unstinted commitment and valuedcontribution of all employees of the Company.

For and on behalf of the Board
Place: New Delhi (Sanjay Aggarwal)
Date: 4th August 2018 Chairman & CEO

Annexure I

To the Directors' Report

DISCLOSURES OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS PER SECTION 134(3)(M) OF THECOMPANIES ACT 2013 AND THE RULES MADE THERE UNDER AND FORMING PART OF THE DIRECTORS'REPORT FOR THE YEAR ENDED 31ST MARCH 2018.

A. CONSERVATION OF ENERGY:

In view of the measures already taken in earlier years no fresh measure were requiredto be taken during the year under review; however power consumption is continuously beingmonitored and controlled.

B. TECHNOLOGY ABSORPTION:

I. Research and Development (R&D)

R&D expenditure has not been accounted for separately.

II. Technology Absorption Adaptation and Innovation

1. Efforts in brief made towards technology absorption adaptation andinnovation

The Company with its long experience in the cable industry has been a leader in cabletechnology. Innovation in process control product development cost reduction and qualityimprovement are being made on continuous basis as per the requirements of domestic andinternational markets. The technology being used for manufacturing cables is developed byin-house efforts and is at par with the industry norms.

2. Benefits derived as a result of the above efforts e.g. product improvementcost reduction product development import substitution etc.

Upliftment of facilities proper resource utilization lesser scrap/wastage generationbetter preventive maintenance lesser breaks down & enhancement of productivity &morale of work force improved Plant housekeeping & tidiness.

III. Foreign Exchange Earnings and Outgo

Total Foreign exchange used and earned

Earnings : Rs. 18.38 Cr
Outgo : Rs. 17.06 Cr
For and on behalf of the Board
Place: New Delhi (Sanjay Aggarwal)
Date: 4th August 2018 Chairman & CEO

Annexure A

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 percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2017-18 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2017-18.

Sl. No. Name of Director/KMP and Designation Remuneration of Director/KMP for financial year 2017-18 (Rs. in Lakh) % increase in Remuneration in the FY 2017-18 Ratio of remuneration of each Director/to median remuneration of employees
1. Mr. Sanjay Aggarwal (Whole Time Director) 49.36 2% 13.41
2. Mr. Sandeep Aggarwal (Managing Director) 48.67 3% 13.23
3. Mr. Shambhu Kumar Aggarwal (Chief Financial Officer) 24.80 12% 6.74
4. Ms. Tannu Sharma (Company Secretary) 6.75 15% 1.83

B. There were 289 permanent employees on the rolls of Company as on 31stMarch 2018.

C. The explanation on the relationship between average increase in remuneration andCompany performance: The Key Performance Indicators (KPI) are set for each year withthe main focus on Order Bookings Revenues Profits etc. which are keenly monitored andmeasured against the set targets.

D. Average percentage increase in the salaries of employees other than managerialpersonnel in the FY 2017-18 was approximately 10%.

E. The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination & Remuneration Committee.

F. The ratio of the highest paid director to that of the employees who are notdirectors but receive remuneration in excess of the highest paid director during the year:The Chairman & CEO is the highest paid Director. No employee received remunerationhigher than the Chairman & CEO.

G. It is hereby affirmed that the remuneration paid during the year ended 31stMarch 2018 is as per the Remuneration Policy of the Company.