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Shilpi Cable Technologies Ltd.

BSE: 533389 Sector: Engineering
NSE: SHILPI ISIN Code: INE510K01019
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VOLUME 97605
52-Week high 31.25
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Mkt Cap.(Rs cr) 45
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OPEN 4.09
CLOSE 4.29
VOLUME 97605
52-Week high 31.25
52-Week low 2.90
P/E
Mkt Cap.(Rs cr) 45
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shilpi Cable Technologies Ltd. (SHILPI) - Director Report

Company director report

Dear Members

The Board of Directors hereby submits the report of the business and operations of yourCompany (‘the Company' or ‘Shilpi') along with the audited financialstatements for the financial year ended March 31 2017.

Financial Highlights

Financial Summary and performance Highlights of your Company for the financial yearended March 312017 on standalone basis are as follows:

(Rs. in lacs)

PARTICULARS

Standalone

2016-17 2015-16
Revenue from operations 200442.92 190581.13
Other Income 1432.73 366.96
Increase/(Decrease) in stocks (894.17) (2050.27)
Total Income 201875.65 190948.09
Total Expenditure 270225.74 182249.58
Profit/ (Loss) Before tax (68394.13) 8698.51
Provision for tax 144.70 3068.15
Profit/(Loss) after tax (68538.83) 5630.36
Paid-up Share Capital 11063.23 11063.23
Reserves and Surplus (excluding revaluation reserve) (45245.97) 25190.25

Previous year's figures have been regrouped/ rearranged wherever considered necessary.

Company Performance

The Company's revenue during the year are Rs.201875.65 lacs as compared to revenue ofRs.190948.09 lacs in the previous year. The Company's loss before tax is Rs.68394.13lacs during the year as compared to profit of Rs.8698.51 lacs in the previous year. TheCompany incurred a loss of Rs. 68538.83 lacs as against a net profit of Rs.5630.36 lacsin the previous year.

Transfer to Reserves

The Company does not propose to transfer any amount to the General Reserve out of theamount available for appropriations.

Fixed deposits

Shilpi have not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of Balance sheet date.

Material Changes and Commitments affecting financial position between the end of thefinancial year and date of the report

Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between end of the financialyear of the Company March 312017 till the date of this report except the following:

a. Suspension of Powers of Board due to Initation of Insolvency proceedings against theCompany by Hon'ble National Company Law Tribunal (NCLT) New Delhi Bench vide its orderdated 24th May 2017.

b. Consolidation of Hosur Plant into Bhiwadi Plant for Better Control over Productionand Facilities in the month of October 2017.

c. Subsequent vacation of Hon'ble NCLT order by Hon'ble NCLAT by its order dated August12017 and restoration of Powers of the Board.

d. Five new petitions has been filed against the Company under IBC 2016 before theHon'ble NCLT Prinicipal Bench New Delhi.

e. Non-payment of dues to various banks and financial lenders.

Dividend

In view of losses during the year your directors do not recommend any dividend to theshareholders.

Performance and Financial Position of Subsidiaries/ Joint Ventures/ Associates

As on 31st March 2017 the Company had One Wholly Owned Subsidiary Companyviz. "Shilpi Worldwide DMCC UAE" and one step down subsidiary viz. ShilpiWorldwide PTE Ltd Singapore. Further Company also had one joint Venture Company i.e.Shilpi Eyecom Technologies Private Limited.

Shilpi Worldwide DMCC UAE: During the year under review the revenue of theCompany decreased from AED 743385646 in the financial year 2015-16 to AED 495195370 inthe financial year 2016-17.

Shilpi Worldwide PTE Ltd Singapore: During the year under review the sales of theCompany increased from USD 89613930 in the financial year 2015-16 to USD 102463575.35in the financial year 2016-17.

Shilpi Eyecom Technologies Private Limited India:

The Company has not yet started its business due to nonfulfilment of obligations by theother party to JV Agreement. So your directors are not in position to comment onfinancials of JV Company.

The consolidated financial statement of the Company and its subsidiaries are preparedin manner as provided under Section 129 of the Companies Act 2013 read with rules madethere under. Accordingly statement containing the salient feature of the financialstatement of a company's subsidiary or subsidiaries associate company or companies andjoint venture or ventures in Form AOC-1 is attached as Annexure-I.

Policy for determining material subsidiaries of the Company has been provided on thewebsite: http://www.shilpicables.com/pdf/Policv%20for%20Determing%20Material%20Subsidiarv.pdf

Change in the nature of business

There has been no major change in the nature of business of your Company during theyear.

The Joint Venture Agreement executed between your Company and Eyecom TelecommunicationsEquipments Ltd New Zealand (‘Eyecom) was terminated by your Company due tonon-fulfilment of obligations by the Eyecom during the year.

Directors and Key Managerial Personnel

In terms of Section 149 of the Companies Act 2013 the Company has appointed thefollowing as Independent Directors on the Board:

• Mr. Sandeep Gupta

• Mrs. Nalini Malhotra (appointed w.e.f. June 30 2017)

• Mr. Sunil Kala (resigned w.e.f. May 03 2017)

• Mr. Vikas Gupta (resigned w.e.f. March 30 2017)

• Ms. Malika Gupta (resigned w.e.f. August 04 2016)

• Mrs. Chitra Sarkar (resigned w.e.f. May 03 2017)

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of the SEBI (Listing obligations and disclosure Requirements)Regulations 2015. In the opinion of the Board they fulfill the conditions ofindependence as specified in the Companies Act 2013 and rules made thereunder and areindependent of the management. The details of the familiarization programmes forIndependent Directors are disclosed on the Company's websitehttp://www.shilpicables.com/pdf/Familiarisation%20Programme%20for%20Ind.%20Directors.pdfIn terms of Section 203 of the Act the following are appointed/ designated as KeyManagerial Personnel of your Company by the Board:

• Mr. Manish Goel Managing Director

• Mr. Ghanshyam Pandey Whole-Time Director (resigned w.e.f. June 06 2017)

• Mr. Manish Bhatt Chief Executive Officer (resigned w.e.f. July 312017)

• Mr. Ajay Mahajan Chief Financial Officer (resigned w.e.f. May 012017)

• Mr. Shailendra Kumar Chief Financial Officer (appointed w.e.f May 29 2017)

• Ms. Sneha Modi Company Secretary (resigned w.e.f. June 23 2016)

• Mr. Ravi Shankar Company Secretary (appointed w.e.f August 12 2016 &resigned w.e.f. May 12017)

• Mr. Gurvinder Singh Company Secretary (appointed w.e.f July 12017)

Further Mr. Mukesh Kumar Gupta is the non-executive Chairman of the Board.

During the year and till the date of report details of change in the Board ofDirectors and the Key Managerial Personnel are as below:

Name Designation Date of Appointment Date of Resignation Date of change in designation
Mr. Vikas Gupta Director 31-03-2015 30-03-2017** N.A.
Mr. Hans Das Maheshwari Director 31-01-2015 11-02-2017*** N.A.
Ms. Malika Gupta Director 31-03-2015 04-08-2016* N.A.
Mrs. Chitra Sarkar Director 29-05-2015 03-05-2017* N.A.
Mrs. Nalini Malhotra Additional Director 30-06-2017 N.A. N.A.
Mr. Ajay Mahajan CFO 14-08-2015 01-05-2017* N.A.
Mr. Shailendra Kumar CFO 29-05-2017 N.A. N.A.
Ms. Sneha Modi Company Secretary 27-01-2014 23-06-2016* N.A.
Mr. Ravi Shankar Company Secretary 12-08-2016 01-05-2017* N.A.
Mr. Gurvinder Singh Company Secretary 30-06-2017 N.A. N.A.
Mr. Manish Bhatt CEO 24-05-2014 31-07-2017* N.A.

*Resigned due to personal reasons.

**Resigned due to Health Issues.

***Office vacated under Section 167(1)(b) of the Companies Act 2013.

Mr. Mukesh Kumar Gupta Non-Executive Chairman is liable to retire by rotation in theensuing Annual General Meeting and being eligible offer himself for re-appointment.Directors recommend his re-appointment.

The Board has laid down separate Codes of Conduct for Directors and Senior Managementpersonnel of the Company and the same are posted on the Company's website athttp://www.shilpicables.com/pdf/code new.pdf. All Board Members and Senior Managementpersonnel have affirmed compliance with the Code of Conduct. The Managing Director hasalso confirmed and certified the same. The certification is enclosed at the end of theReport on Corporate Governance.

Disclosure of commission paid to managing or whole time directors

There is no commission paid or payable by your company to the managing director or thewhole time director. Number of meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from the other Board business. In case of a special and urgent businessneed the Board's approval is taken by passing resolutions by circulation as permitted bylaw which is noted and confirmed in the subsequent Board meeting. The notice of Boardmeeting is given well in advance to all the Directors. Usually meeting of the Board areheld in the Company's registered office situated at Delhi. The Agenda is circulated a weekprior to the date of the meeting. The Agenda for the Board and Committee meetings coveritems set out as per guidelines in Listing Regulations to the extent it is relevant andapplicable. The Agenda for the Board and Committee meetings include detailed notes on theitems to be discussed at the meeting to enable the Directors to taken an informeddecision.

During the year all the recommendations of the Audit Committee were accepted by theBoard.

The Board met six times during the financial year. The meetings detailed are providedin the Corporate Governance report that forms part of this Annual Report. The maximuminterval between any two meetings did not exceed 120 days as prescribed in the CompaniesAct 2013.

Annual Evaluation of Board performance and performance of its committees and individualdirectors

In terms of the requirement of the Companies Act 2013 and the Listing Regulations theBoard has carried out an annual evaluation of its own performance performance of theDirectors as well as the evaluation of the working of its Committees. The nomination andremuneration committee has defined the evaluation criteria procedure and time schedulefor the Performance Evaluation process for the Board its Committees and Directors.

The Board's functioning was evaluated on various aspects including inter aliastructure of the Board including qualifications experience and competency of Directorsdiversity in Board and process of appointment; Meetings of the Board including regularityand frequency agenda discussion and dissent recording of minutes and dissemination ofinformation; functions of the Board including strategy and performance evaluationcorporate culture and values governance and compliance evaluation of risks grievanceredressal for investors stakeholder value and responsibility conflict of interestreview of Board evaluation and facilitating Independent Directors to perform their roleeffectively; evaluation of management's performance and feedback independence ofmanagement from the Board access of Board and management to each other succession planand professional development; degree of fulfillment of key responsibilities establishmentand delineation of responsibilities to Committees effectiveness of Board processesinformation and functioning and quality of relationship between the Board and management.

Directors were evaluated on aspects such as professional qualifications priorexperience especially experience relevant to the Company knowledge and competencyfulfilment of functions ability to function as a team initiative availability andattendance commitment contribution integrity independence and guidance /support tomanagement outside Board/ Committee Meetings. In addition the Chairman was also evaluatedon key aspects of his role including effectiveness of leadership and ability to steermeetings impartially ability to keep shareholders' interests in mind and effectivenessas Chairman.

Areas on which the Committees of the Board were assessed included mandate andcomposition; effectiveness of the Committee; structure of the Committee; regularity andfrequency of meetings agenda discussion and dissent recording of minutes anddissemination of information; independence of the Committee from the Board; contributionto decisions of the Board; effectiveness of meetings and quality of relationship of theCommittee with the Board and management.

The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole. The NRC also reviewed the performance ofthe Board its Committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis asappropriate. Significant highlights learning and action points with respect to theevaluation were presented to the Board.

Remuneration Policy for the Directors Key Managerial Personnel and other employees

The Current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. The policy of the Company on director's appointment and remunerationincluding the criteria for determining qualifications positive attributes independenceof a director and other matters as required under sub section (3) of Section 178 of theCompanies Act 2013 is available on our website athttp://www.shilpicables.com/pdf/NominationRemuneration%20Policv.pdf There has been nochange in the policy since last fiscal. We affirm that the remuneration paid to thedirectors is as per the terms laid out in the Nomination and Remuneration Policy of theCompany. The Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors and other matters is set-out in Annexure-II to thisReport.

Committees of the Board

As on March 312017 the Board had five committees: the Audit Committee the Nominationand Remuneration Committee the Corporate Social Responsibility Committee theStakeholders Relationship Committee & the Finance Committee. A detailed note on thecomposition of the Board and its committees is provided in the Corporate Governance reportsection of this Annual Report.

Conservation of Energy research and development technology absorption foreignexchange earnings and outgo

The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 are attached as Annexure-MI.

Particulars of Employees and Remuneration

The information required under Section 197(12) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in Annexure-IV to this Report.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. Astatement of all Related Party Transactions is placed before the Audit Committee for itsreview on a quarterly basis specifying the nature value and terms and conditions of thetransactions.

In line with the requirements of the Companies Act 2013 and the Listing Regulationsthe Company has formulated a Policy on Related Party Transactions and the same is uploadedon the Company's website: http:// www.shilpicables.com/pdf/RPT%20Policy.pdf . Details ofRelated Party Transactions as per AOC-2 are provided in Annexure-V.

Loans and investments

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are givenin notes to the financial statements.

Extract of Annual Return

In accordance with Section 92 of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2017 an extract of the annual return in theprescribed format is provided in Annexure-VI to the Board's report.

Auditors and Auditors' Report

M/s. RMA & Associates Chartered Accountants (Firm Registration No. 00978N) havebeen appointed as the Statutory Auditors of the Company in the 8th AnnualGeneral Meeting of the Company held on September 12014 to hold the office till theconclusion of 13th Annual General Meeting of the Company subject to theratification of shareholders at every Annual General Meeting.

Further the ratification in respect with the appointment of M/s. RMA & AssociatesChartered Accountants as the Statutory Auditors of the Company is proposed for theratification of shareholders in the Notice of 11th Annual General Meeting ofthe Company.

Auditor Qualified Opinion:

Out of the total outstanding debtors mentioned in note No-16 overseas debtorsamounting to Rs.258.97 crore are outstanding for more than one year. Further sale ofRs.344.69 Cr has been done to these overseas debtors even there is no realization in theseaccounts for last more than one year. The total figure of such outstanding overseasdebtors as on 31.03.2017 is Rs.603.67 Cr. We are of opinion that certainty of realizationof these debtors cannot be determined on the basis of evidence available to us.Consequently we were unable to determine whether any adjustments to these amounts werenecessary which in the opinion of the management is recoverable.

Qualified Opinion in Caro:

1) The assets have not been physically verified by management during the year.

2) In our opinion and according to the information and explanations given to us thecompany has not complied with the provisions of section 185 of the Companies Act 2013.The company has extended loan/advances to Shilpi Cable Pvt Ltd of Rs.1.44 crores out ofwhich received back Rs.1.20 crores and Rs.24 Lakhs still pending as on 31.03.2017.

Management view on Qualified Opinion made by Statutory Auditor:

The management has sought balance confirmation from the customers to evaluate theirrecoverability. Accordingly the provision for bad & doubtful debts for Rs.17694.62lakhs has been made and receivables have been written off amounting to Rs.17739.25 lakhs.In the opinion of the management the provision for doubtful debt and write off isadequate. The management is following up with the customers for recovering the balance duefrom them.

Management view on Qualified Opinion made by Statutory Auditor in Caro: 1)TheCompany has policy to cover the Physically Verification of the all fixed assets in aperiod of 3 years. Fixed Assets would be physically verified in next 2 years. 2) TheCompany is in process of recovery of amount which is of temporary nature & will takenecessary approval from authorities if required.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014; the Secretarial AuditReport provided by the Secretarial Auditors is annexed as Annexure-VII.

Auditor Qualified Opinion:

1) Form MGT-14 is not filed with the Registrar for change in terms of the appointmentof the Managing Director;

2) Company has made default under section 185 by providing loan to one of its groupcompany in which the existing director is a member;

3) The Company has paid remuneration of Rs.23978400/- to Mr. Manish Goel ManagingDirector and Rs.3875000/ - to Mr. Ghanshyam Pandey Whole Time Director of the Companywithout the prior approval of the Central Government;

4) Intimation of the Board Meeting dated August 12 2016 in which the dividend is to bedeclared and quarterly financials were to be approved was forwarded to the Stock Exchangedated August 03 2016 However the Trading window was closed on August 05 2016 whichconstitute a non-compliance of SEBI (Prohibition of Insider Trading Regulations) 2015.

Management view on Qualified Opinion made by Secretarial Auditor:

1) The Company is in process of seeking Condonation of the form MGT-14 from therespective authorities.

2) The Company is in process of recovering the amount given to its group Company.

3) The Company is in process of taking necessary approval from Shareholders in the 11thAnnual General Meeting & thereafter approval of Central Government as well.

4) That was inadvertently and Company will take care of it near future.

Cost Records and Cost Audit Report

On the recommendation of Audit Committee the Board of Directors in its meeting held on30th August 2017 has appointed M/s. MM & Associates Cost Accountants asthe Cost Auditor of the Company for the financial year 201718 on the aggregateremuneration of Rs.60000/- (Rupees Sixty Thousand only) plus taxes as applicable and outof pocket expenses in accordance with the provisions under Section 148 of the CompaniesAct 2013 read with rules made there under.

The remuneration payable to the Cost Auditor of the Company has been proposed for theratification by the members of the Company and shall form part of the notice of 11thAnnual General Meeting.

Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. The Companyhas an Internal Control System commensurate with the size scale and complexity of itsoperations. The report of the statutory auditors on the Internal Financial Control of theCompany is part of the Auditors Report on the Annual Financial Statement of the Companyfor the financial year ended March 312017.

Risk management

Your Directors has adopted a Risk Management Policy for the Company. The AuditCommittee of the Company reviews the risks involved in the Company from time to time ifany and takes appropriate measures to minimize the same. The Audit Committee ensures thatthe policy for risk management is adopted across the Company.

The copy of Risk Management Policy is uploaded on website of the Company athttp://www.shilpicables.com/pdf/ Risk%20Management%20Policy.pdf

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 assessesrisks in the internal and external environment. Your Company through its risk managementprocess strives to contain impact and likelihood of the risks within the risk appetite asdecided by the management.

There are no risks which in the opinion of the Board threaten the existence of yourCompany.

Vigil mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal vigil mechanism tothe Directors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairperson of the Audit Committee.

The copy of Whistle Blower/vigil mechanism policy is uploaded on the website of yourcompany at http:// www.shilpicables.com/pdf/Vigil%20Mechanism%20Policv.pdf

Corporate Governance Business Responsibility Report & Management Discussion andAnalysis Report

Corporate Governance is about maximizing shareholder value legally ethically andsustainably. At Shilpi the goal of corporate governance is to ensure fairness for everystakeholder. We believe sound corporate governance is critical to enhancing and retaininginvestor trust. We always seek to ensure that our performance is driven by integrity. Our

Board exercises its fiduciary responsibilities in the widest sense of the term. We alsoendeavor to enhance long-term shareholder value and respect minority rights in all ourbusiness decisions.

Pursuant to the SEBI (Listing obligations and disclosure Requirements) Regulations2015 and the Listing Agreements with the Stock Exchanges and relevant sections of the Actthe Management Discussion and Analysis Report are annexed as Annexure-VIII. Furthera Report on Corporate Governance and Certificate on compliance of the SEBI (LODR)Regulations 2015 is as Annexure-IX and Business Responsibility Report are annexedas Annexure-X.

Code of Conduct for Prevention of Insider Trading

Your Company's Code of Conduct for Prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s)/promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpublished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/promotergroup(s) designated employees etc. are restricted in purchasing selling and dealing inthe shares of the Company while in possession of unpublished price sensitive informationabout the Company as well as during the closure of trading window.

During the year the Board of Directors has amend the Insider trading policy and thesame can be accessed on the website of the Company -http://www.shilpicables.com/pdf/16mav.pdf

Your Board of Directors has also approved the Code for Fair Disclosure and the same canbe accessed through the following link: http://www.shilpicables.com/pdf/16may2.pdf

Corporate Social Responsibility

Shilpi is committed to improve quality of lives of people in the community its servesthrough long term stakeholder value creation. CSR activities at Shilpi are implementedthrough Udaar Bharti i.e. a registered educational society. Sandeep Gupta as Chairmanwith Sunil Kala and Mr. Ghanshyam Pandey as Members. The Company has framed its CSR Policyin compliance with the provisions of the Companies Act 2013 and the same is placed on theCompany's website at the web link: http://www.shilpicables.com/pdf/CSR%20Policy%20.pdf TheAnnual Report on Corporate Social Responsibility Activities is annexed as Annexure-XI.

Significant/material orders passed by the regulators

During the period under review and till the signing of this report the CorporateInsolvency resolution process was initiated by Hon'ble NCLT vide its order dated May 242017 under IBC 2016. Further Our Company has preferred the appeal against such order andsaid appeal was allowed by Hon'ble NCLT vide its order dated August 012017. In such anevent the Company may not be on going concern.

Employees Stock Option Scheme

Your Company has implemented as an Employee Stock Option Scheme (Shilpi ESOS 2014) toreward the eligible employees for their contribution to the success of the Company and toprovide an incentive to continue contributing to the success of the Company. It isenvisaged that the Scheme is to attract reward motivate and retain its employees forhigh levels of individual performance which will ultimately contribute to the success ofthe Company. The relevant disclosure as per the SEBI (Share Based Employee Benefits)Regulations 2014 read with the SEBI Circular No. CIR/CFD/ POLICY CELL/2/2015 dated 16thJune 2016 is as below:

1. Relevant disclosures in terms of the ‘Guidance note on accounting for employee share-based payments' issued by ICAI or any other relevant accounting standards as prescribed from time to time Disclosed in the financial statement [Please see subnote no. 18 of note 28]
2. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with Accounting Standard 20 - Earnings Per Share' issued by ICAI or any other relevant accounting standards as prescribed from time to time Disclosed in the financial statement [Please see subnote no. 10 of note 28]
3. Details related to ESOS:
(i) A description of each ESOS that existed at any time during the year including the general terms and conditions of each ESOS including
(a) Date of shareholder's approval 1st September 2014
(b) Total no. of options approved under ESOP 500000 (five lacs)
(c) Vesting requirements a. 33% of the total Options Granted on the Grant Date shall vest on the 3rd Anniversary of the Grant Date;
b. Further 33% of the total Options Granted on the Grant Date shall vest on the 4th Anniversary of the Grant Date;
c. Balance of the total Options Granted on the Grant Date shall vest on the 5th Anniversary of the Grant Date
(d) Exercise price or price formula The Exercise Price of the Option shall be Rs. 10/- per share.
(e) Maximum term of options granted Five years from the Grant Date
(f) Source of shares (primary secondary or combination) Primary
(g) Variation in terms of options N.A.
(ii) Method used to account for ESOS - Intrinsic or fair value Intrinsic
(iii) Where the company opts for expensing of the options using the intrinsic value of the options the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. Disclosed in the financial statement [Please see subnote no. 18 of note 28]
(iv) Option movement during the year (For each ESOS):
(a) Number of options outstanding at the beginning of the period 399365
(b) Number of options granted during the year Nil
(c) Number of options forfeited/lapsed during the year 240202
(d) Number of options vested during the year Nil
(e) Number of options exercised during the year Nil
(f) Number of shares arising as a result of exercise of options Nil
(g) Money realized by exercise of options (INR) if scheme is implemented directly Nil
(h) Loan repaid by the Trust during the year from exercise price received N.A.
(i) Number of options outstanding at the end of the year 159163
(j) Number of options exercisable at the end of the year Nil
(v) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. N.A. [no exercise of option during the year]
(vi) Employee wise details (name of employee designation number of options granted during the year exercise price) of options granted to - senior managerial personnel/ KMPs; N.A. [no option granted during the year]
(b) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year
Mr. Vinay Mittal - Group CFO (Option lapsed due to Resignation) 30813 7.05%
Mr. M. K. Sethi - President (Option lapsed due to Resignation) 30813 7.05%
Mr. R. Madhavan - Business Head (Telecom) 30813 7.05%
Mr. Ghanshyam Pandey - Whole-Time Director (Option lapsed due to Resignation) 30813 7.05%
Mr. Manish Bhatt - Chief Executive Officer (Option lapsed due to Resignation) 30813 7.05%
(c) Identified employees who were granted option during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. Nil
(vii) A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:

Disclosed in the financial statement [Please see subnote no. 18 of note 28]

(a) the weighted-average values of share price exercise price expected volatility expected option life expected dividends the risk-free interest rate and any other inputs to the model;
(b) the method used and the assumptions made to incorporate the effects of expected early exercise;
(c) how expected volatility was determined including an explanation of the extent to which expected volatility was based on historical volatility; and
(d) whether and how any other features of the option grant were incorporated into the measurement of fair value such as a market condition

Your Board of Directors has obtained a certificate from the auditors of the companythat the Shilpi Employees Stock Option Scheme-2014 is being implemented in accordance withSEBI (Share Based Employee Benefits) Regulations 2014 and in accordance with theresolution of the company passed in the Annual General Meeting held on September 012014.The Auditors' Certificate shall be laid before the ensuing Annual General Meeting of yourCompany.

Disclosure under the sexual harassment of women at workplace (Prevention Prohibitionand Redressal) Act 2013)

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Shilpi premises through various interventions and practices.The Company always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

The Company has in place robust policy on prevention of sexual harassment at workplace.The policy aims at prevention of harassment of employees as well as contractors and laysdown the guidelines for identification reporting and prevention of sexual harassment.There is Internal Complaint Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment and follows the guidelines provided in the policy.ICC has its presence at corporate office as well as at site locations.

The Company has not received any complaint of sexual harassment during the financialyear 2016-17.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

b. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;

c. They have taken proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a ‘going concern' basis;

e. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating effectively; and

f. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Stock Exchange Listing

The shares of the Company are listed on BSE Limited (BSE) and National Stock Exchangeof India Limited (NSE). The listing fee for the financial year 2017-18 has been paid toBSE and NSE. Due to non-submission of financial results for the two consecutive quarteri.e. March 2017 & June 2017 within the time limit prescribed under SEBI (Listingobligations and disclosure Requirements) Regulations 2015 the Scrip of the Company hasbeen moved to Z category.

General

Your Board of Directors further confirms that (a) Your Company has not issued equityshares with differential rights as to dividend voting or otherwise; and (b) there is noscheme in your Company to finance any employee to purchase shares of your Company.

Acknowledgement

Your Directors acknowledge the dedicated service of the employees of the Company duringthe year. They would also like to place on record their appreciation for the continuedco-operation and support received by the Company during the years from bankers financialinstitutions business partners and other stakeholders.

On behalf of the Board of Directors
For Shilpi Cable Technologies Limited
Manish Goel Mukesh Kumar Gupta
Date : 05th November 2017 Managing Director Chairman-cum-Director
Place : New Delhi DIN-00163105 DIN-00163044